PART II AND III

Offering Circular

File No. 024-___________

Preliminary Offering Circular, Dated June 8, 2023

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF ANY SUCH STATE. WE MAY ELECT TO SATISFY OUR OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF OUR SALE TO YOU THAT CONTAINS THE URL WHERE THE OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

Metatron Apps, Inc.

160 Greentree Dr.

Suite 101

Dover, DE 19904

(302) 861-0431

www.metatronapps.com

Up to $1,700,000

500,000,000 Units

$0.0014 PER UNIT

Each Unit consisting of 20 Shares of Common Stock and 2 Warrants exercisable at $0.001 per Warrant.

1,000,000,000 Shares of Common Stock to be issued upon Exercise of Warrants

This is a public offering of up to $1,700,000. We are offering 500,000,000 units, each unit consisting of 20 Shares of Common Stock of Metatron Apps, Inc. and 2 warrants, par value $0.00001 (“Units”), at an offering price of $0.0014 per Unit (the “Offered Units”) by the Company. Through the sale of Units, the Company is offering a maximum of 11,000,000,000 shares. Once purchased, an investor may separately transfer the Common Stock and the Warrant, at its discretion. The Warrants are exercisable upon purchase. Once the Units offered by the Company are qualified by the Securities and Exchange Commission (the “SEC”), the securities underlying the Units will also be qualified for sale.

The Warrants are exercisable at any time on or after the purchase date of the Unit (the “Initial Issue Date”) and on or prior to the close of business on the two (2) year anniversary of the Initial Issue Date (the “Termination Date”) but not thereafter.

This Warrant shall be redeemable by the Company at $0.001 per share remaining subject hereto after 20 business days' written notice if the price of the Common Stock closes above $0.02 for 20 consecutive trading days and provided that the Company then has in effect an effective registration statement with respect to the shares of Common Stock issuable upon exercises of this Warrant.

Please be advised that due to the ownership of super voting rights by our management team in the form of Preferred Shares, your voting rights as a common shareholder will be substantially limited.

On November 22, 2021, the Company amended its Articles of Incorporation to change its name from Metatron Inc. to Metatron Apps, Inc.

The Company is in the process of updating its name change with OTC Markets, Inc. (“OTC”).

No Escrow

The proceeds of this offering will not be placed into an escrow account. We will offer our Units on a best-efforts basis. As there is no minimum offering, upon the approval of any subscription to this Offering Circular, the Company shall immediately deposit said proceeds into the bank account of the Company and may dispose of the proceeds in accordance with the Use of Proceeds.

Subscriptions are irrevocable and the purchase price is non-refundable as expressly stated in this Offering Circular. All proceeds received by the Company from subscribers for this Offering will be available for use by the Company upon acceptance of subscriptions for the Securities by the Company.

The Company, by determination of the Board of Directors, in its sole discretion, may issue the Securities under this Offering for cash, promissory notes, services, and/or other consideration without notice to subscribers. The aggregate offering price will be based on the price at which the securities are offered for cash. Any portion of the aggregate offering price or aggregate sales attributable to cash received in a foreign currency will be translated into United States currency at a currency exchange rate in effect on, or at a reasonable time before, the date of the sale of the securities. If securities are not sold for cash, the aggregate offering price or aggregate sales will be based on the value of the consideration as established by bona fide sales of that consideration made within a reasonable time, or, in the absence of sales, on the fair value as determined by an accepted standard. Valuations of non-cash consideration will be reasonable at the time made.

This offering will start on or after the date that the offering is qualified by the SEC and it will be a continuous Offering pursuant to Rule 251(d)(3)(i)(F).

This Offering will be conducted on a “best-efforts” basis, which means our Officers will use their commercially reasonable best efforts in an attempt to offer and sell the Units. Our Officers will not receive any commission or any other remuneration for these sales. In offering the securities on our behalf, the Officers will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934, as amended.

This Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sales of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful, prior to registration or qualification under the laws of any such state.

Our Common Stock is traded in the OTCMarket Pink Open Market under the stock symbol “MRNJ.”

Investing in our Common Stock involves a high degree of risk. See “Risk Factors” beginning on page 6 for a discussion of certain risks that you should consider in connection with an investment in our Common Stock.

Title of each class of Securities	Maximum Number of Units to be Offered	Proposed offering price per Unit (1)(2)	Proposed aggregate offering proceeds (1)	Commissions and Discounts (2)	Proceeds to Company(3)
Units consisting of shares of Common Stock, $0.00001 par value, and Warrants to purchase Common Stock offered by the Company	500,000,000	$0.0014	$1,700,000	$0	$1,700,000

(1)	We are offering on a continuous basis starting on the Qualification Date.
(2)	We are offering the Units without an underwriter.
(3)	Excludes estimated total offering expenses, not including underwriting discount and commissions, will be approximately $100,000. See “Use of Proceeds.”

This Offering Circular relates to the sale of Units by Metatron Apps, Inc., a Delaware corporation (“we” or the “Company”) to certain accredited investors at a price of $0.0014 per Unit.

Investing in the securities involves risks. Metatron Apps, Inc., currently has limited operations, limited income, and limited assets, is in unsound financial condition, and you should not invest unless you can afford to lose your entire investment. See “Risk Factors” beginning on page 4. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Our Board of Directors used its business judgment in setting a price of $0.0014 per Unit to the Company as consideration for the Units to be issued under the Offering. The sales price per share bears no relationship to our book value or any other measure of our current value or worth.

No sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or your net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

THIS OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY JURISDICTION IN WHICH SUCH AN OFFER OR SOLICITATION WOULD BE UNLAWFUL. NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS CONCERNING THE COMPANY OTHER THAN THOSE CONTAINED IN THIS OFFERING CIRCULAR, AND IF GIVEN OR MADE, SUCH OTHER INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON.

THE U.S. SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

The date of this Offering Circular is June 8, 2023.

TABLE OF CONTENTS

Summary	5
Risk Factors	6
Dilution	19
Plan of Distribution	17
Use of Proceeds	23
Description of Business	25
Description of Property	27
Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Directors, Executive Officers and Significant Employees	30
Compensation of Directors and Executive Officers	32
Security Ownership of Management and Certain Securityholders	32
Interest of Management and Others in Certain Transactions	33
Securities Being Offered	33
Legal Matters	35
Where You Can Find More Information	35
Financial Statements	F-1

THIS OFFERING CIRCULAR MAY CONTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE.

We are offering to sell, and seeking offers to buy, our securities only in jurisdictions where such offers and sales are permitted. You should rely only on the information contained in this offering circular. We have not authorized anyone to provide you with any information other than the information contained in this offering circular. The information contained in this offering circular is accurate only as of its date, regardless of the time of its delivery or of any sale or delivery of our securities. Neither the delivery of this offering circular nor any sale or delivery of our securities shall, under any circumstances, imply that there has been no change in our affairs since the date of this offering circular. This offering circular will be updated and made available for delivery to the extent required by the federal securities laws.

SUMMARY

This summary highlights information contained elsewhere in this offering circular. This summary does not contain all of the information that you should consider before deciding to invest in our securities. You should read this entire offering circular carefully, including the “Risk Factors” section, our historical financial statements and the notes thereto, each included elsewhere in this offering circular.

Our Company

Overview

Metatron Apps, Inc. (“Metatron” or the “Company”) was incorporated on November 17, 2000, under the laws of the State of Delaware as USA Polymers Inc. On July 26, 2001, we filed a Certificate of Amendment to change our name to XRG Inc., and began operations as a holding company that owned subsidiary interstate trucking companies.

On May 24, 2009, we amended our Articles of Incorporation to change our name to Metatron Inc.

On November 22, 2021, we amended our Articles of Incorporation to change our name to Metatron Apps, Inc.

Currently, Metatron Apps, Inc. is a corporate network of highly-related fast growing multi-sector businesses that transact through the Internet and mobile devices. Metatron harnesses the power of technology to make customer's lives more productive and enjoyable in today's connected world. Metatron operates in the hottest business sectors with the creation and release of over 2000 mobile apps, dozens of web sites developed, and social media marketing for high-profile clients.

Metatron’s legacy business has been application development (apps) for clients on Apple and Android platforms.

Metatron has recently expanded its offering to provide artificial intelligence applications and platforms for clients.

Corporate Information

Our principal executive offices are located at 160 Greentree Drive, Suite 101, Dover, DE 19904 and our telephone number is 302-489-4016. We maintain a website at www.metatronai.com. Information available on our website is not incorporated.

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The offering

Securities being offered:	We are offering 500,000,000 units, each unit consisting of 20 Shares of Common Stock and 2 warrants, par value $0.00001 (“Units”), at an offering price of $0.0014 per Unit (the “Offered Units”) by the Company, for a total of offering of $1.7 million. The total number of shares included in the Units is 10,000,000,000 and the total underlying shares after the exercise of all warrants is 1,000,000,000 shares for a total of 11,000,000,000 in this Offering. Each Warrant, is exercisable at $0.001 per warrant and will entitle the holder to purchase one share of common stock.
Minimum subscription:	There is no minimum subscription.
Shares outstanding before the offering:	11,280,897,522 shares of Common Stock, 1 share of Preferred Class A Stock and 878,276 shares of Preferred Class B Stock as of April 24, 2023.
Shares outstanding after the offering:(1)	Assuming this offering is fully funded, there will be 22,280,897,522 shares of Common Stock issued and outstanding, 1 share of Preferred Class A Stock issued and outstanding and 878,276 shares of Preferred Class B Stock issued and outstanding.
Number of Warrants to be outstanding after the offering:	A maximum of 1,000,000,000 Warrants, for common stock, par value $0.00001
Number of shares of Common Stock to be outstanding if all the warrants are exercised:	22,280,897,522 shares, if the maximum amount of Offered Units are sold and all the Warrants are exercised. The total number of shares of our common stock outstanding assumes that the maximum number of units each containing shares of our common stock and warrants is sold in this offering and that all the warrants are exercised.
Price per unit:	$0.0014
Maximum offering amount:	500,000,000 Units at $0.0014 per Unit, or $700,000 and an additional $1,000,000 from the exercise of Warrants (See “Distribution”). The Company will not raise more than $1,700,000.00 in gross proceeds from this offering.
Best efforts offering:	We are offering Units on a “best efforts” basis through our Chief Executive Officer, Mr. Riehl, who will not receive any discounts or commissions for selling the Units. There is no minimum number of Units that must be sold in order to close this offering.
Restrictions on investment amount:	Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(c) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.
No Escrow account:	We have not engaged an escrow agent for this offering.  Funds invested will be deposited directly into our company’s operating account and immediately available for our use.
Termination of the offering:	This offering will start on the date this Offering Circular is declared qualified by the SEC and will terminate at the earlier of: (1) the date on which the maximum offering amount has been sold, (2) exactly 365 days from the date the Offering Circular is qualified by the Securities Exchange Commission, or (3) the date on which this offering is earlier terminated by us in our sole discretion.
Use of proceeds:	If we sell all of the Units being offered after the exercise of all warrants, our net proceeds (after our estimated offering expenses) will be $13,400,000. We will use these net proceeds for working capital and other general corporate purposes.
Market for our Common Stock:	Our Common Stock is currently quoted on the OTC Pink Market under the trading symbol “MRNJ”.
Risk factors:	Investing in our securities involves risks. See the section entitled “Risk Factors” in this offering circular and other information included in this offering circular for a discussion of factors you should carefully consider before deciding to invest in our securities.

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RISK FACTORS

Investing in our Units involves a significant degree of risk. In evaluating our company and an investment in the Units, careful consideration should be given to the following risk factors, in addition to the other information included in this offering circular. Each of these risk factors could materially adversely affect our business, operating results or financial condition, as well as adversely affect the value of an investment in our Units. The following is a summary of the most significant factors that make this offering speculative or substantially risky. We are still subject to all the same risks that all companies in our industry, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events and technological developments (such as cyber-security). Additionally, early-stage companies are inherently riskier than more developed companies. You should consider general risks as well as specific risks when deciding whether to invest.

Risks Related to the Company’s Business and Industry

Metatron is an early-stage startup, and that comes with the typical risks of a company at this stage.

Metatron is an early-stage startup, which comes with the typical risks of a company at this stage. Relevant risks include unstable revenues in the initial phase of revenue creation, due to external developments in the addressed market, and new competitor entrance. This condition will limit our ability to pay dividends until we reach financial stability.

We have a small team and our future success depends on the ability of the core team to recruit key personnel.

We have a small team and our future success depends on the ability of the core team to recruit key personnel to face a sustainable scaling effort. Job market conditions may affect our ability to recruit the talent we need to add new skills and competencies in our company. In addition to three full-time employees, Metatron has three part-time team members who are putting a limited number of hours in Metatron. This might hinder our ability to grow quickly.

We will need additional financing to execute our business plan which we may not be able to secure on acceptable terms, or at all.

 We will require additional financing in the near and long term to fully execute our business plan. Our success depends on our ability to raise such additional financing on reasonable terms and on a timely basis. Conditions in the economy and the financial markets may make it more difficult for us to obtain necessary additional capital or financing on acceptable terms, or at all. If we cannot secure sufficient additional financing, we may be forced to forego strategic opportunities or delay, scale back or eliminate further development of our goals and objectives, operations and investments or employ internal cost savings measures.

In order for us to compete and grow, we must attract, recruit, retain and develop the necessary personnel who have the needed experience.

Recruiting and retaining highly qualified personnel is critical to our success. These demands may require us to hire additional personnel and will require our existing management personnel to develop additional expertise. We face intense competition for personnel. The failure to attract and retain personnel or to develop such expertise could delay or halt the sales and licensing of our product. If we experience difficulties in hiring and retaining personnel in key positions, we could suffer from delays in our development, loss of customers and sales and diversion of management resources, which could adversely affect operating results. Our future consultants and advisors may be employed by third parties and may have commitments under consulting or advisory contracts with third parties that may limit their availability to us.

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Quality management plays an essential role in determining and meeting customer requirements, preventing defects, improving our products and services and maintaining the integrity of the data that supports the safety and efficacy of our products.

Our future success depends on our ability to maintain and continuously improve our quality management program. An inability to address a quality or safety issue in an effective and timely manner may also cause negative publicity, a loss of customer confidence in us or our current or future products, which may result in the loss of sales and difficulty in successfully launching new products. In addition, a successful claim brought against us in excess of available insurance or not covered by indemnification agreements, or any claim that results in significant adverse publicity against us, could have an adverse effect on our business and our reputation.

Our success depends on the services of our Chief Executive Officer, the loss of whom could disrupt our business.

We depend to a large extent on the services of our CEO, Mr. Ralph Riehl. Given his knowledge and experience, he is important to our future prospects and development as we rely on his expertise in developing our business strategies and maintaining our operations. The loss of the service of Mr. Riehl and the failure to find timely replacements with comparable experience and expertise could disrupt and adversely affect our business.

Although dependent on certain key personnel, we do not have any key person life insurance policies on any such people.

We are dependent on Ralph Riehl in order to conduct our operations and execute our business plan, however, we have not purchased any insurance policies with respect to him in the event of his death or disability. Therefore, if Ralph Riehl dies or becomes disabled, we will not receive any compensation to assist with his absence. The loss of Ralph Riehl could negatively affect us and our operations.

We regularly evaluate potential expansion into international markets, and any expansion into such international operations could subject us to risks and expenses that could adversely impact our business, financial condition and results of operations.

To date, we have not undertaken substantial commercial activities outside of the United States. We have evaluated, and continue to evaluate, potential expansion into certain other international markets. If and when we seek to expand internationally in the future, our sales and operations would be subject to a variety of risks, including fluctuations in currency exchange rates, tariffs, import restrictions and other trade barriers, unexpected changes in legal and regulatory requirements, longer accounts receivable payment cycles, potentially adverse tax consequences, and difficulty in complying with foreign laws and regulations, as well as U.S. laws and regulations that govern foreign activities. Economic uncertainty in some of the geographic regions in which we might operate could result in the disruption of commerce and negatively impact our operations in those areas. Also, if we choose to pursue international expansion efforts, it may be necessary or desirable to contract with third parties, and we may not be able to enter into such agreements on commercially acceptable terms or at all. Further, such arrangements may not perform to our expectations, and we may be exposed to various risks as a result of the activities of our partners.

We are dependent on general economic conditions.

We are dependent on general economic conditions. Potential customers may be less willing to invest in innovation and forward-looking improvements if they are facing an economic downturn. This may temporarily reduce our market size. Furthermore, a global crisis might make it harder to diversify.

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Intense competition in the markets in which we compete could prevent us from increasing or sustaining our revenue growth and increasing or maintaining profitability.

Intense competition in the markets in which we compete could prevent us from increasing or sustaining our revenue growth and increasing or maintaining profitability. The business of cloud software solutions is competitive, and we expect it to become increasingly competitive in the future. We may also face competition from large Internet companies, any of which might launch or launched its own cloud-based business communications services or acquire other cloud-based business communications companies in the future.

Voting control will be given to a small number of shareholders.

Investors in the Company will have only a minority of voting rights in corporate matters requiring shareholder approval, including the election of directors, major changes to our company governance documents, expanding employee option pools, or actions including mergers, consolidation, asset sales and other major actions requiring stockholder approval. Our majority shareholder and chief executive officer and director, Mr. Riehl, makes all major decisions regarding the Company. As a minority shareholder, you will not have a say in these decisions.

Major health epidemics, such as the outbreak caused by a coronavirus (COVID-19), and other outbreaks or unforeseen or catastrophic events could disrupt and adversely affect our operations, financial condition, and business.

Major health epidemics, such as the outbreak caused by a coronavirus (COVID-19), and other outbreaks or unforeseen or catastrophic events could disrupt and adversely affect our operations, financial condition, and business. The United States and other countries have experienced and may experience in the future, major health epidemics related to viruses, other pathogens, and other unforeseen or catastrophic events, including natural disasters, extreme weather events, power loss, acts of war, and terrorist attacks. For example, there was an outbreak of COVID-19, a novel virus, which has spread to the United States and other countries and declared a global pandemic. The global spread of COVID-19 has created significant volatility and uncertainty in financial markets. There is significant uncertainty relating to the potential impact of COVID-19 on our business. The extent to which COVID-19 impacts our current capital raise and our ability to obtain future financing, as well as our results of operations and financial condition, generally, will depend on future developments which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions taken by governments and private businesses to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 continue for an extensive period of time, our business, results of operations, and financial condition may be materially adversely affected.

The market for cloud software solutions is subject to rapid technological change, and we depend on new product and service introductions in order to maintain and grow our business.

The market for cloud software solutions is subject to rapid technological change, and we depend on new product and service introductions in order to maintain and grow our business. We operate in an emerging market that is characterized by rapid changes in customer requirements, frequent introductions of new and enhanced products, and continuing and rapid technological advancement. To compete successfully in this emerging market, we must continue to design, develop, manufacture, and sell new and enhanced cloud software solutions products and services that provide higher levels of performance and reliability at lower cost. If we are unable to develop new services that address our customers’ needs, to deliver our applications in one seamless integrated product offering that addresses our customers’ needs, or to enhance and improve our services in a timely manner, we may not be able to achieve or maintain adequate market acceptance of our services. Our ability to grow is also subject to the risk of future disruptive technologies. Access and use of our services is provided via the cloud, which, itself, has been disruptive.

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Failure to comply with laws and contractual obligations related to data privacy and protection could have a material adverse effect on our business, financial condition and operating results.

Failure to comply with laws and contractual obligations related to data privacy and protection could have a material adverse effect on our business, financial condition and operating results. We are subject to the data privacy and protection laws and regulations adopted by federal, state and foreign governmental agencies. Data privacy and protection is highly regulated and may become the subject of additional regulation in the future. Privacy laws restrict our storage, use, processing, disclosure, transfer and protection of personal information, including credit card data, provided to us by our customers as well as data we collect from our customers and employees. We strive to comply with all applicable laws, regulations, policies and legal obligations relating to privacy and data protection. However, it is possible that these requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other rules or our practices. Should this occur, we may be subject to fines, penalties and lawsuits, and our reputation may suffer. We may also be required to make modifications to our data practices that could have an adverse impact on our business.

Inability to protect our proprietary technology would disrupt our business.

Inability to protect our proprietary technology would disrupt our business. We rely, in part, on trademark, copyright, and trade secret law to protect our intellectual property in the United States and abroad. Although we operate and promote an open-source environment, we have secrets that require us to protect certain software, documentation, and other written materials under trade secret and copyright law, which afford only limited protection. Any intellectual property rights we obtain may not be sufficient to provide us with a competitive advantage, and could be challenged, invalidated, infringed or misappropriated. We may not be able to protect our proprietary rights in the United States or internationally (where effective intellectual property protection may be unavailable or limited), and competitors may independently develop technologies that are similar or superior to our technology, duplicate our technology or design around any patent of ours. We attempt to further protect our proprietary technology and content by requiring our employees and consultants to enter into confidentiality and assignment of inventions agreements and third parties to enter into nondisclosure agreements. These agreements may not effectively prevent unauthorized use or disclosure of our confidential information, intellectual property or technology and may not provide an adequate remedy in the event of unauthorized use or disclosure of our confidential information, intellectual property or technology. Litigation may be necessary in the future to enforce our intellectual property rights, to determine the validity and scope of our proprietary rights or the rights of others, or to defend against claims of infringement or invalidity. Such litigation could result in substantial costs and diversion of management time and resources and could have a material adverse effect on our business, financial condition, and operating results. Any settlement or adverse determination in such litigation would also subject us to significant liability.

Third parties might infringe upon our technology.

Third parties might infringe upon our technology. We cannot assure you that the steps we have taken to protect our property rights will prevent misappropriation of our technology. To protect our rights to our intellectual property, we rely on a combination of trade secrets, confidentiality agreements and other contractual arrangements with our employees, affiliates, strategic partners and others. We may be unable to detect inappropriate use of our technology. Failure to adequately protect our intellectual property could materially harm our brand, devalue our proprietary content and affect our ability to compete effectively. Further, defending any technology rights could result in significant financial expenses and managerial resources.

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Third parties may claim that our services infringe upon their intellectual property rights.

Third parties may claim that our services infringe upon their intellectual property rights. Third parties may assert that we have violated a patent or infringed a copyright, trademark or other proprietary right belonging to them and subject us to expensive and disruptive litigation. In addition, we incorporate licensed third-party technology in some of our products and services. In these license agreements, the licensors have agreed to indemnify us with respect to any claim by a third party that the licensed software infringes any patent or other proprietary right so long as we have not made changes to the licensed software. We cannot assure you that these provisions will be adequate to protect us from infringement claims. Any infringement claims and lawsuits, even if not meritorious, could be expensive and time consuming to defend; divert management’s attention and resources; require us to redesign our products, if feasible; require us to pay royalties or enter into licensing agreements in order to obtain the right to use necessary technologies; and/or may materially disrupt the conduct of our business.

The forecasts of market growth included in this offering circular may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, we cannot assure you our business will grow at similar rates, if at all.

Growth forecasts are subject to significant uncertainty and are based on assumptions and estimates that may not prove to be accurate. The forecasts contained in this offering circular may prove to be inaccurate. Even if these markets experience the forecasted growth described in this offering circular, we may not grow our business at similar rates, or at all. Our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties. Accordingly, the forecasts of market growth included in this offering circular should not be taken as indicative of our future growth.

Any disruption in our information systems could disrupt our future operations and could adversely impact our business and results of operations.

We plan to depend on various information systems to support our customers’ requirements and to successfully manage our business, including managing orders, supplies, accounting controls and payroll. Any inability to successfully manage the procurement, development, implementation or execution of our information systems and back-up systems, including matters related to system security, reliability, performance and access, as well as any inability of these systems to fulfill their intended purpose within our business, could have an adverse effect on our business and results of operations. Such disruptions may not be covered by our future business interruption insurance, which is insurance that we plan to, but have not yet, obtained.

We will need to increase brand awareness.

Due to a variety of factors, our opportunity to achieve and maintain a significant market share may be limited. Developing and maintaining awareness of our brand name, among other factors, is critical. Further, the importance of brand recognition will increase as competition in our market increases. Successfully promoting and positioning our brand, products and services will depend largely on the effectiveness of our marketing efforts. Therefore, we may need to increase our financial commitment to creating and maintaining brand awareness. If we fail to successfully promote our brand name or if we incur significant expenses promoting and maintaining our brand name, it would have a material adverse effect on our results of operations.

Our future advertising and marketing efforts may be costly and may not achieve desired results.

We plan to incur substantial expense in connection with our advertising and marketing efforts. Although we plan to target our advertising and marketing efforts on current and potential customers who we believe are likely to be in the market for the products we plan to sell, we cannot assure you that our advertising and marketing efforts will achieve our desired results. In addition, we will periodically adjust our advertising expenditures in an effort to optimize the return on such expenditures. Any decrease in the level of our advertising expenditures, which may be made to optimize such return could adversely affect our sales.

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We expect our future intellectual property rights will be critical to our success, and the loss of such rights may materially adversely affect our business.

We expect to own trademarks as we launch new products in the future. We expect that these trademarks will be very important to our business. We may also own copyright in, and to, the content on the packaging of our products. We view these future intellectual property rights as very important to our potential success and plan to protect such intellectual property through registration and enforcement actions. However, there can be no assurance that other parties will not infringe or misappropriate our future trademarks, copyrights and similar proprietary rights. If we lose some or all of our future intellectual property rights, our business may be materially adversely affected.

We are subject to income taxes as well as non-income-based taxes, such as payroll, sales, use, value-added, net worth, property and goods and services taxes, in the U.S.

Significant judgment is required in determining our provision for income taxes and other tax liabilities. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. Although we believe that our tax estimates are reasonable: (i) there is no assurance that the final determination of tax audits or tax disputes will not be different from what is reflected in our income tax provisions, expense amounts for non-income-based taxes and accruals and (ii) any material differences could have an adverse effect on our financial position and results of operations in the period or periods for which the determination is made.

We are not subject to Sarbanes-Oxley regulations and lack the financial controls and safeguards required of public companies.

We do not have the internal infrastructure necessary, and are not required, to complete an attestation about our financial controls that would be required under Section 404 of the Sarbanes-Oxley Act of 2002. There can be no assurances that there are no significant deficiencies or material weaknesses in the quality of our financial controls. We expect to incur additional expenses and diversion of management’s time when it becomes necessary to perform the system and process evaluation, testing and remediation required to comply with the management certification and auditor attestation requirements.

We are required to indemnify our officers and directors.

Under Delaware law, our charter documents and certain indemnification agreements, we may be obligated to indemnify our directors, officers, employees, and agents, under certain circumstances, against attorney’s fees and other expenses incurred by them in any litigation to which they become a party arising from their association with or activities on our behalf. If we were called upon to indemnify an officer or director, then the portion of our available funds expended for such purpose would reduce the amount otherwise available for our business. This indemnification obligation and the resultant costs associated with indemnification may also discourage us from bringing a lawsuit against directors and officers for breaches of their fiduciary duties and may similarly discourage the filing of derivative litigation by our shareholders against our directors and officers even though such actions, if successful, might otherwise benefit our company and shareholders.

Under certain conditions, we may agree to indemnify customers and other third parties, which exposes us to substantial potential liability.

Our contracts with customers and other third parties may include indemnification provisions under which we agree to defend and indemnify them against claims and losses arising from alleged infringement, misappropriation, or other violation of intellectual property rights, data protection violations, breaches of representations and warranties, damage to property or persons, or other liabilities arising from our products or solutions. Although we attempt to limit our indemnity obligations, an event triggering our indemnity obligations could give rise to multiple claims involving multiple customers or other third parties. We may be liable for up to the full amount of the indemnified claims, which could result in substantial liability or material disruption to our business or could negatively impact our relationships with customers or other third parties, reduce demand for our products and solutions, and adversely affect our business, financial condition, and results of operation.

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The market size for AI services may be smaller than we have estimated.

The public data regarding the market for AI services may be incomplete. Therefore, some of our estimates and judgments are based on various sources which we have not independently verified and which potentially include outdated information, or information that may not be precise or correct, potentially rendering the market size for AI services smaller than we have estimated, which may reduce our potential and ability to increase revenue. Although we have not independently verified the data obtained from these sources, we believe that such data provide the best available information relating to the present market for AI services, and we often use such data for our business and planning purposes.

We may depend on a limited number of software providers for our service to function adequately. Failure to obtain satisfactory performance from our suppliers or loss of our existing suppliers could cause us to lose sales, incur additional costs and lose credibility in the market.

We may depend on a limited number of third-party software providers in order for our software services to function adequately. Most of our agreements with suppliers are not long-term and typically only secure suppliers’ software services for at most a one-year term. The termination of our supplier relationships or an adverse change in the terms of these arrangements could have a negative impact on our business. Our suppliers’ failure to perform satisfactorily or handle increased orders or the loss of our existing suppliers, especially our key suppliers, could disrupt our services or reduce their functionality, cause us to lose sales, incur additional costs and/or expose us to other issues. In turn, this could cause us to lose credibility in the market and damage our relationships with our users, ultimately leading to a decline in our business and results of operations. If we are not able to renegotiate these contracts on acceptable terms or find suitable alternatives, our business, financial condition or results of operations could be negatively impacted.

Our business may face risks of fee non-payment, users may seek to renegotiate existing fees and contract arrangements, and users may not accept price increases, which could result in loss of users, fee write-offs, reduced revenues and decreased profitability.

In some cases, our business may be engaged by users who are experiencing or anticipate experiencing financial distress or are facing complex challenges, are engaged in litigation or regulatory or judicial proceedings, or are facing foreclosure of collateral or liquidation of assets. This may be true in light of general economic conditions; lingering effects of past economic slowdowns or recession caused by the novel coronavirus; or business- or operations-specific reasons. Such users may not have sufficient funds to continue operations or to pay for our services. With respect to bankruptcy cases, bankruptcy courts have the discretion to require us to return all, or a portion of, our fees.

We may receive requests to discount our fees for our services and to agree to contract terms relative to the scope of services and other terms that may limit the size of an engagement or our ability to pass through costs. We consider these requests on a case-by-case basis. We may routinely receive these types of requests and expect this to continue in the future. In addition, our users and prospective users may not accept rate increases that we put into effect or plan to implement in the future. Fee discounts, pressure not to increase or even decrease our rates, and less advantageous contract terms could result in the loss of users, lower revenues and operating income, higher costs and less profitable engagements. More discounts or write-offs than we expect in any period would have a negative impact on our results of operations. There is no assurance that significant user engagements will be renewed or replaced in a timely manner or at all, or that they will generate the same volume of work or revenues or be as profitable as past engagements.

Computer malware, viruses, hacking, phishing attacks and spamming that could result in security and privacy breaches and interruption in service could harm our business and our customers.

Computer malware, viruses, physical or electronic break-ins and similar disruptions could lead to interruption and delays in our services and operations and loss, misuse or theft of data. Computer malware, viruses, computer hacking and phishing attacks against online networking platforms have become more prevalent and may occur on our systems in the future. Any attempts by hackers to disrupt our website service or our internal systems, if successful, could harm our business, be expensive to remedy and damage our reputation or brand. Efforts to prevent hackers from entering our systems are expensive to implement and may limit the functionality of our services. Though it is difficult to determine what, if any, harm may directly result from any specific interruption or attack, any failure to maintain performance, reliability, security and availability of our products and services and technical infrastructure may harm our reputation, brand and our ability to attract users. Any significant disruption to our internet-based software platform or internal computer systems could result in a loss of users and could adversely affect our business and results of operations.

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We may in the future experience, service disruptions, outages and other performance problems due to a variety of factors, including infrastructure changes, third-party service providers, human or software errors and capacity constraints. If our platform is unavailable when users attempt to access it or it does not load as quickly as they expect, users may seek other services. 

Our platform is highly technical and complex and may now or in the future contain undetected errors, bugs, or vulnerabilities. Some errors in our code may only be discovered after the code has been deployed. Any errors, bugs or vulnerabilities discovered in our code after deployment, inability to identify the cause or causes of performance problems within an acceptable period of time or difficultly maintaining and improving the performance of our platform, particularly during peak usage times, could result in damage to our reputation or brand, loss of revenues, or liability for damages, any of which could adversely affect our business and financial results.

We expect to continue to make significant investments to maintain and improve the availability of our platform and to enable rapid releases of new features and products. To the extent that we do not effectively address capacity constraints, upgrade our systems as needed and continually develop our technology and network architecture to accommodate actual and anticipated changes in technology, our business and operating results may be harmed.

We are subject to income taxes as well as non-income-based taxes, such as payroll, sales, use, value-added, net worth, property and goods and services taxes.

Significant judgment is required in determining our provision for income taxes and other tax liabilities. In the ordinary course of our business, there are many transactions and calculations where the ultimate tax determination is uncertain. Although we believe that our tax estimates are reasonable: (i) there is no assurance that the final determination of tax audits or tax disputes will not be different from what is reflected in our income tax provisions, expense amounts for non-income-based taxes and accruals and (ii) any material differences could have an adverse effect on our financial position and results of operations in the period or periods for which determination is made.

We may be unable to generate significant revenues and may never become profitable.

We have not generated revenue for the quarter ended March 31, 2022, and $5,400 in revenue for the year ended December 31, 2022, and do not currently have any recurring sources of revenues, making it difficult to predict when we will be profitable. We expect to incur significant research and development costs for the foreseeable future. We may not be able to successfully market our products and services in the future that will generate significant revenues. In addition, any revenues that we may generate may be insufficient for us to become profitable.

If we fail to maintain proper and effective internal and disclosure controls, our ability to produce accurate financial statements and other disclosures on a timely basis could be impaired.

We may err in the design or operation of our controls. In addition, a control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the control system’s objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud will be detected.

We may in the future discover areas of our internal controls over financial reporting that need improvement. If additional material weaknesses or significant deficiencies in our internal control are discovered or occur in the future, our consolidated financial statements may contain material misstatements and we could be required to restate our financial results. In addition, the market price of our stock price could decline and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which would require additional financial and management resources and could lead to substantial additional costs for accounting and legal fees.

We may not be able to remediate any future material weaknesses, or to complete our evaluation, testing and any required remediation in a timely fashion. If we are not able to conclude that our internal control over financial reporting is effective, or if our auditors are unable to express an opinion that our internal controls over financial reporting are effective investors could lose confidence in the accuracy and completeness of our financial reports, which could harm our stock price, and we could be subject to sanctions or investigations by SEC or other regulatory authorities. Failure to remediate any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems, could also restrict our future access to the capital markets.

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We have broad discretion over the use of proceeds from securities offerings.

The Company’s management will have broad discretion with respect to the application of net proceeds received and accepted by the Company from the sale of securities and may spend such proceeds in ways that do not improve the Company’s results of operations or enhance the value of the Company’s other issued and outstanding securities from time to time. For example, if we were to acquire a company with the proceeds of this offering, the acquired company could fail to be profitable, and therefore could cause us to incur significant losses. Any failure by management to apply these funds effectively could result in financial losses that could have a material adverse effect on the Corporation’s business or cause the price of the Corporation’s issued and outstanding securities to decline.

Risks Related to Ownership of our Common Stock

Our Chief Executive Officer, through his ownership of the Company’s Series A Preferred Stock, can effectively control the Company

Ralph Riehl, the Company’s Chief Executive Officer and member of the Company’s Board of Directors, is the owner of all of the outstanding shares of the Company’s Series A Preferred Stock. Series A Preferred shareholders have voting rights equal to one hundred and ten percent (110%) of all votes of the common stockholders. Thus, Mr. Riehl possesses significant influence and can elect a majority of our Board of Directors and authorize or prevent proposed significant corporate transactions. Mr. Riehl’s ownership and control of Series A Preferred Stock may also have the effect of delaying or preventing a future change in control, impeding a merger, consolidation, takeover or other business combination or discourage a potential acquirer from making a tender offer. If you acquire our Shares, you will have no effective voice in the management of our Company. Such concentrated control of our Company may adversely affect the price of our Shares. Such concentrated control may also make it difficult for our shareholders to receive a premium for their Shares in the event that we merge with a third party or enter into different transactions, which require shareholder approval. These provisions could also limit the price that investors might be willing to pay in the future for our Shares. 

We have not engaged a third-party bank or financial institution to act as escrow agent. Your funds will be deposited directly into our operating account. Since there is no minimum amount required to be raised by us before we can accept funds, there is no guarantee that any funds other than your own will be invested in this offering.

We have not currently engaged a third-party bank or financial institution to act as escrow agent. Your funds will be placed in our general corporate bank account and immediately available for our use. We are not required to raise any minimum amount in this offering before we may utilize the funds received in this offering. Potential investors should be aware that there is no assurance that any monies beside their own will be invested in this offering.

We will be subject to penny stock regulations and restrictions and you may have difficulty selling shares of our Common Stock.

The SEC has adopted regulations which generally define so-called “penny stocks” to be an equity security that has a market price less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exemptions. We anticipate that our Common Stock will become a “penny stock”, and we will become subject to Rule 15g-9 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the “Penny Stock Rule.” This rule imposes additional sales practice requirements on broker-dealers that sell such securities to persons other than established customers. For transactions covered by Rule 15g-9, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser’s written consent to the transaction prior to sale. As a result, this rule may affect the ability of broker-dealers to sell our securities and may affect the ability of purchasers to sell any of our securities in the secondary market.

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For any transaction involving a penny stock, unless exempt, the rules require delivery, prior to any transaction in a penny stock, of a disclosure schedule prepared by the SEC relating to the penny stock market. Disclosure is also required to be made about sales commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements are required to be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stock.

We do not anticipate that our Common Stock will qualify for exemption from the Penny Stock Rule. In any event, even if our Common Stock were exempt from the Penny Stock Rule, we would remain subject to Section 15(b)(6) of the Exchange Act, which gives the SEC the authority to restrict any person from participating in a distribution of penny stock, if the SEC finds that such a restriction would be in the public interest.

This is a fixed price offering and the fixed offering price may not accurately represent the current value of us or our assets at any particular time. Therefore, the purchase price you pay for our shares may not be supported by the value of our assets at the time of your purchase.

This is a fixed price offering, which means that the offering price for our shares is fixed. Therefore, the fixed offering price established for our shares may not be supported by the current value of our company or our assets at any particular time.

This offering is being conducted on a “best efforts” basis and we may not be able to execute our growth strategy if the $1.7 million maximum is not sold.

If you invest in our Common Stock but less than all of the offered shares are sold, the risk of losing your entire investment will be increased. We are offering our Common Stock on a “best efforts” basis, and we can give no assurance that all of the offered Common Stock will be sold. Our officers, directors and affiliates may, but are not obligated to, purchase Common Stock in the Offering. Any such purchases will be made for investment purposes only, and not with a view toward redistribution. However, if less than $1.7 million of our Common Stock shares offered are sold, we may be unable to fund all the intended uses described in this Offering Circular from the net proceeds anticipated from this Offering without obtaining funds from alternative sources or using working capital that we generate. Alternative sources of funding may not be available to us at what we consider to be a reasonable cost, and the working capital generated by us may not be sufficient to fund any uses not financed by Offering net proceeds. See “Use of Proceeds” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Plan of Operations” for more information.

Substantial future sales of our preferred stock or common stock, or the perception in the public markets that these sales may occur, may depress our stock price.

The shares of our Common Stock offered in this Offering will become legally freely tradable without restriction under the Securities Act of 1933, as amended, or the Securities Act. Sales of substantial amounts of our preferred stock or common stock in the public market after this Offering, or the perception that these sales could occur, could adversely affect the price of our preferred stock or common stock and could impair our ability to raise capital through the sale of additional shares.

Future equity financing may dilute the value of your shares.

The amount of additional financing that the Company may need will depend upon several contingencies not foreseen at the time of this Offering. Each such round of financing (whether from the Company or other investors) is typically intended to provide the Company with enough capital to reach the next major corporate milestone. If the funds are not sufficient, the Company may have to raise additional capital at a price unfavorable to the existing investors. The availability of capital is at least partially a function of capital market conditions that are beyond the control of the Company. There can be no assurance that the Company will be able to predict accurately the future capital requirements necessary for success or that additional funds will be available from any source. Failure to obtain such financing on favorable terms could dilute or otherwise severely impair the value of the investor’s Company securities.

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The Offering is a fixed price offering and the fixed offering price may not accurately represent our current value or our assets at any particular time. Therefore, the purchase price you pay for our shares may not be supported by the value of our assets at the time of your purchase.

The Offering is a fixed price offering, which means that the offering price for our shares of Common Stock is fixed and will not vary based on the underlying value of our assets at any time.  Our board of directors has determined the offering price in its sole discretion without the input of an investment bank or other third party. The fixed offering price for our shares has not been based on appraisals of any assets we own or may own, or of our company as a whole, nor do we intend to obtain such appraisals. Therefore, the fixed offering price established for our shares of Common Stock may not be supported by the current value of our company or our assets at any particular time.

We may use the proceeds of this Offering in ways with which you may not agree.

While we currently intend to use the proceeds of this Offering for the purposes described in “Use of Proceeds”, we have considerable discretion in the application of the proceeds. You will not have the opportunity, as part of your investment decision, to assess whether the proceeds are being used in a manner agreeable to you. You must rely on our judgment regarding the application of these proceeds. The proceeds may be used for corporate purposes that do not immediately improve our profitability or increase our stock price.

We do not intend to pay dividends for the foreseeable future.

For the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying any cash dividends on our Common Stock. Accordingly, investors must be prepared to rely on sales of their Common Stock after price appreciation to earn an investment return, which may never occur. Investors seeking cash dividends should not purchase our Common Stock. Any determination to pay dividends in the future will be made at the discretion of our board of directors and will depend on our results of operations, financial condition, contractual restrictions, restrictions imposed by applicable law and other factors our board deems relevant.

Short sellers of our stock may be manipulative and may drive down the market price of our common stock.

Short selling is the practice of selling securities that the seller does not own but rather has borrowed or intends to borrow from a third party with the intention of buying identical securities at a later date to return to the lender. A short seller hopes to profit from a decline in the value of the securities between the sale of the borrowed securities and the purchase of the replacement shares, as the short seller expects to pay less in that purchase than it received in the sale. As it is therefore in the short seller’s interest for the price of the stock to decline, some short sellers publish, or arrange for the publication of, opinions or characterizations regarding the relevant issuer, its business prospects and similar matters calculated to or which may create negative market momentum, which may permit them to obtain profits for themselves as a result of selling the stock short. Issuers whose securities have historically had limited trading volumes and/or have been susceptible to relatively high volatility levels can be particularly vulnerable to such short seller attacks. Efforts by such short seller or by other short sellers, whether or not they identify themselves as such, may cause precipitating decline in the market price of our common stock, and no assurances can be made that any such effect would be temporary or insignificant.

If securities industry analysts do not publish research reports on us, or publish unfavorable reports on us, then the market price and market trading volume of our Common Stock could be negatively affected.

Any trading market for our Common Stock will be influenced in part by any research reports that securities industry analysts publish about us. We do not currently have and may never obtain research coverage by securities industry analysts. If no securities industry analysts commence coverage of us, the market price and market trading volume of our Common Stock could be negatively affected. In the event we are covered by analysts, and one or more of such analysts downgrade our securities, or otherwise reports on us unfavorably, or discontinues coverage or us, the market price and market trading volume of our Common Stock could be negatively affected.

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Certain provisions of our certificate of incorporation may make it more difficult for a third party to effect a change-of-control.

Our certificate of incorporation authorizes our board of directors to issue up to 1,000,100 shares of Preferred Stock. The Preferred Stock may be issued in one or more series, the terms of which may be determined at the time of issuance by our board of directors without further action by the stockholders. These terms may include voting rights including the right to vote as a series on particular matters, preferences as to dividends and liquidation, conversion rights, redemption rights and sinking fund provisions. The issuance of any Preferred Stock could diminish the rights of holders of existing shares, and therefore could reduce the value of such shares.

In addition, specific rights granted to future holders of Preferred Stock could be used to restrict our ability to merge with, or sell assets to, a third party. The ability of our board of directors to issue Preferred Stock could make it more difficult, delay, discourage, prevent or make it costlier to acquire or effect a change-in control, which in turn could prevent our stockholders from recognizing a gain in the event that a favorable offer is extended and could materially and negatively affect the market price of our Common Stock.

Market for Warrants

There is currently no market through which the Warrants may be sold. The Company does not plan to apply to list the Warrants on the Nasdaq Stock Market or other nationally recognized trading system, including the QTCQB. There can be no assurance that an active or liquid trading market will develop for the Warrants after the Offering, or if developed, that such a market will be sustained.

Holders of warrants have no rights as a shareholder

Until a holder of Warrants acquires warrant shares upon exercise of Warrants, such holder will have no rights with respect to the warrant shares underlying such Warrants. Upon exercise of such Warrants, such holder will be entitled to exercise the rights of a common shareholder only as to matters for which the record date occurs after the exercise date.

Other Risks Related to this Offering

The U.S. Securities and Exchange Commission does not pass upon the merits of any securities offered or the terms of the offering, nor does it pass upon the accuracy or completeness of any offering document or literature.

You should not rely on the fact that our Form 1-A is accessible through the U.S. Securities and Exchange Commission’s EDGAR filing system as an approval, endorsement or guarantee of compliance as it relates to this Offering.

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DILUTION

If you purchase Units in this offering, your ownership interest in our Common Stock will be diluted immediately, to the extent of the difference between the price to the public charged for each share in this offering and the net tangible book value per share of our Common Stock after this offering.

Dilution means a reduction in value, control or earnings of the shares the investor owns.

Purchasers of our common stock in this Offering will experience an immediate increase of net book value per share from the public offering price. Dilution or increase in net book value per share represents the difference between the amount per share paid by the purchasers of shares of Common Stock and the net book value per share immediately after this Offering. Our net book value as of March 31, 2023 was $1,264,440 or $0.00006 per share based on 11,280,897,522 outstanding shares of Common Stock as of the date of this Offering Circular. Net book value per share equals the amount of our total assets less total liabilities, divided by the total number of shares of our Common Stock outstanding, all as of the date specified.

If the Maximum Offering, at an offering price of $0.00014 per Unit and Warrants are exercised, is sold in this Offering, our pro forma adjusted net book value at March 31, 2023 would be approximately $2,376,454 or $0.00011 per share based on 22,280,897,522 outstanding shares of Common Stock. This amount represents an immediate dilution in pro forma net book value of $0.00129 per share to our existing stockholders at the date of this Offering Circular.

The following table illustrates the per share dilution/increase to new investors discussed above, assuming the sale of, respectively, 100%, 75%, 50% and 25% of the shares offered for sale in this Offering (before our estimated offering expenses of $100,000:

Updated dilution schedule:

Units Sold and Warrants Exercised
Percentage of shares offered that are sold		100%		75%		50%		25%
Net Value	$	2,964,440	$	2,539,440	$	2,114,440	$	1,689,440
# Total Shares		11,000,000,000		8,250,000,000		5,500,000,000		2,750,000,000
Net Book Value Per Share	$	0.0001067	$	0.0000999	$	0.0000910	$	0.0000785

Pro-Forma Adjusted Net Book Value
Percentage of shares offered that are sold		100%		75%		50%		25%
Net Value	$	1,700,000	$	1,275,000	$	850,000	$	425,000
# Total Shares		22,280,897,522		19,530,897,522		16,780,897,522		14,030,897,522
Net Book Value Per Share	$	0.000107	$	0.0001	$	0.00091	$	0.000079
Increase in NBV/Share	$	0.00005	$	0.00004	$	0.00003	$	0.00002
Adjusted NBV/Share	$	0.000057	$	0.00006	$	0.00009	$	0.000059

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PLAN OF DISTRIBUTION

This offering relates to the sale of 500,000,000 Units. Each Unit is comprised of three shares of common stock, par value $0.00001 and two warrants with an exercise price of $0.001.

Initially, we do not plan to use underwriters or pay any commissions. We will be selling our Units using our best efforts and no one has agreed to buy any of our Units. This Offering Circular permits our CEO to sell Units directly to the public, with no commission or other remuneration payable to him for any Units he may sell. Currently, there is no plan or arrangement to enter into any contracts or agreements to sell the Units through a broker or dealer, although this may change in the future. Our CEO will sell Units, and intends to offer them to friends, family members and business acquaintances.

There is no minimum number of Units we must sell so no money raised from the sale of our Units will go into escrow, trust or another similar arrangement.

We are offering securities in the states of New York Indiana. We may decide to offer securities in other states in the future.

Initially, the Units are being offered by Mr. Ralph Riehl, the company’s Chief Executive Officer and Mr. Riehl will be relying on the safe harbor in Rule 3a4-1 of the Securities Exchange Act to sell the Units. No sales commission will be paid for Units sold by Mr. Riehl. Mr. Riehl is not subject to a statutory disqualification and is not an associated person of a broker or dealer.

Additionally, Mr. Riehl primarily performs substantial duties on behalf of the registrant otherwise than in connection with transactions in securities. Mr. Riehl has not been a broker or dealer or an associated person of a broker or dealer within the preceding 12 months and he has not participated in selling an offering of securities for any issuer more than once every 12 months other than in reliance on paragraph (a)4(i) or (a)4(iii) of Rule 3a4-1 of the Securities Exchange Act.

This offering will commence on the qualification date of the offering statement of which this Offering Circular is a part and will terminate on or before the earliest event of the sale of the maximum offering, the termination of the offering by Company management or the passage of one (1) year from the date of the qualification of the offering statement of which this offering circular forms a part.

Under the rules of the SEC, our Common Stock will come within the definition of a “penny stock” because the price of our Common Stock is below $5 per share. As a result, our Common Stock will be subject to the “penny stock” rules and regulations. Broker-dealers who sell penny stocks to certain types of investors are required to comply with the SEC’s regulations concerning the transfer of penny stock. These regulations require broker-dealers to:

· Make a suitability determination prior to selling penny stock to the purchaser;

· Receive the purchaser’s written consent to the transaction; and

· Provide certain written disclosures to the purchaser.

These requirements may restrict the ability of broker-dealers to sell our Units, and may affect the ability to resell our Units.

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OTC Market Considerations

Our Common Stock is eligible for quotation on the OTC Pink Market under the symbol “MRNJ.”

The OTC Pink Market is separate and distinct from the NASDAQ stock market. NASDAQ has no business relationship with issuers of securities quoted on the OTC Pink Market. The SEC’s order handling rules, which apply to NASDAQ-listed securities, do not apply to securities quoted on the OTC Pink Market.

Although the NASDAQ stock market has rigorous listing standards to ensure the high quality of its issuers, and can delist issuers for not meeting those standards, the OTC Pink Market has no listing standards. Rather, it is the market maker who chooses to quote a security on the system, files the application, and is obligated to comply with keeping information about the issuer in its files. FINRA cannot deny an application by a market maker to quote the stock of a company. The only requirement for inclusion in this marketplace is that the issuer be current in its reporting requirements with the SEC or its alternative reporting requirements with OTC Markets Group.

Investors may have greater difficulty in getting orders filled on the OTC Pink Market. Investors’ orders may be filled at a price much different than expected when an order is placed. Trading activity in general is not conducted as efficiently and effectively as with NASDAQ-listed securities.

Investors must contact a broker-dealer to trade OTC Pink Market securities. Investors do not have direct access to the marketplace’s service.

For these securities, there only has to be one market maker.

These transactions are conducted almost entirely manually. In times of heavy market volume, the limitations of this process may result in a significant increase in the time it takes to execute investor orders. Therefore, when investors place market orders - an order to buy or sell a specific number of shares at the current market price - it is possible for the price of a stock to go up or down significantly during the lapse of time between placing a market order and getting execution.

Because these stocks are usually not followed by analysts, there may be lower trading volume than for NASDAQ-listed securities.

Blue Sky Law Considerations

The holders of our Units and persons who desire to purchase them in the OTC Pink Market should be aware that there may be significant state law restrictions upon the ability of investors to resell our securities. Accordingly, investors should consider any secondary market for the company's securities to be a limited one. We intend to seek coverage and publication of information regarding the company in an accepted publication which permits a "manual exemption”. This manual exemption permits a security to be distributed in a particular state without being registered if the company issuing the security has a listing for that security in a securities manual recognized by the state. However, it is not enough for the security to be listed in a recognized manual. The listing entry must contain (1) the names of issuers, officers, and directors, (2) an issuer's balance sheet, and (3) a profit and loss statement for either the fiscal year preceding the balance sheet or for the most recent fiscal year of operations. We may not be able to secure a listing containing all of this information. Furthermore, the manual exemption is a non-issuer exemption restricted to secondary trading transactions, making it unavailable for issuers selling newly issued securities. Most of the accepted manuals are those published in Standard and Poor's, Moody's Investor Service, Fitch's Investment Service, and Best's Insurance Reports, and many states expressly recognize these manuals. A smaller number of states declare that they “recognize securities manuals” but do not specify the recognized manuals. The following states do not have any provisions and therefore do not expressly recognize the manual exemption: AL, CA, IL, KY, LA, MT, NH, NY, PA, TN and VA.

We currently do not intend to and may not be able to qualify securities for resale in other states which require shares to be qualified before they can be resold by our shareholders.

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Offering Period and Expiration Date

This offering will start on or after the date that the offering is qualified by the SEC and will terminate at the earlier of: (1) the date on which the maximum offering amount has been sold, (2) exactly 365 days from the date the Offering Circular is qualified by the Securities Exchange Commission, or (3) the date on which this offering is earlier terminated by us in our sole discretion.

Procedures for Subscribing

General

If you decide to subscribe for any Units in this offering, you must:

1.	Receive, review, execute and deliver to us a Subscription Agreement; and
2.	Deliver a check or wire transfer (in accordance with the instructions contained in the Subscription Agreement) for the amount set forth in the Subscription Agreement.

You must pay for the Units at the time of your subscription. Subscription agreements may be submitted in paper form, or electronically by email or other means made available to investors by us. All checks should be made payable to Metatron Apps, Inc. Completed subscription agreements should be sent to us at the address set forth in the subscription agreement and payments should be sent to us or wired according to the instructions in the subscription agreement.

Any potential investor will have ample time to review the Subscription Agreement, along with their counsel, prior to making any final investment decision. We shall only deliver such Subscription Documents upon request after a potential investor has had ample opportunity to review this Offering Circular. Further, we will not accept any money until the SEC declares this Offering Circular qualified.

Right to Reject Subscriptions. After we receive your complete, executed subscription agreement, we have the right to review and accept or reject your subscription in whole or in part, for any reason or for no reason. We will return all monies from rejected subscriptions immediately to you, without interest or deduction.

Acceptance of Subscriptions. Upon our acceptance of a subscription agreement, we will countersign the subscription agreement and issue the Units subscribed. Once you submit the subscription agreement, you may not revoke or change your subscription or request your subscription funds. All accepted subscription agreements are irrevocable.

Under Rule 251 of Regulation A, non-accredited, non-natural investors are subject to the investment limitation and may only invest funds which do not exceed 10% of the greater of the purchaser’s revenue or net assets (as of the purchaser’s most recent fiscal year end). As a result, a non-accredited, natural person may only invest funds which do not exceed 10% of the greater of the purchaser’s annual income or net worth (please see below on how to calculate your net worth).

How to Calculate Net Worth. For the purposes of calculating your net worth, it is defined as the difference between total assets and total liabilities. This calculation must exclude the value of your primary residence and may exclude any indebtedness secured by your primary residence (up to an amount equal to the value of your primary residence). In the case of fiduciary accounts, net worth and/or income suitability requirements may be satisfied by the beneficiary of the account or by the fiduciary, if the fiduciary directly or indirectly provides funds for the purchase of the Units in this offering.

In order to purchase the Units in this offering and prior to the acceptance of any funds from an investor, an investor will be required to represent, to our satisfaction, that he is either an accredited investor or is in compliance with the 10% of net worth or annual income limitation on investment in this offering.

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USE OF PROCEEDS

The following Use of Proceeds is based on estimates made by management. The Company planned the Use of Proceeds after deducting estimated offering expenses estimated to be $100,000.00. Management prepared two (2) milestones based on four levels of offering raise success including and not including the exercise of the warrants:

1). 25% of Units and the exercise of warrants of the Maximum Offering proceeds raised ($425,000), 50% of Units and the exercise of warrants of the Maximum Offering proceeds raised ($850,000), 75% of Units and the exercise of warrants of the Maximum Offering proceeds raised ($1,275,000) and 100% of Units and the exercise of warrants of the Maximum Offering proceeds raised of ($1,700,000) through the offering.

2) Milestone NOT including the exercise of warrants with 25% of the Maximum Offering Unit proceeds raised ($175,000), 50% of the Maximum Offering Unit proceeds raised ($350,000), 75% of the Maximum Offering Unit proceeds raised ($525,000) and 100% of the Maximum Offering Unit proceeds raised of ($700,000) through the offering

Although we have no minimum offering, we have calculated the use of proceeds such that if we raise 25% of the offering is budgeted to sustain operations for a twelve-month period. 25% of the Maximum Offering is sufficient to keep the Company current with its public listing status costs with prudently budgeted funds remaining which will be sufficient to complete the development of our marketing package. If the Company were to raise 50% of the Maximum Offering, then we would be able to expand our marketing outside the US. Raising the Maximum Offering will enable the Company to implement our full business. If we begin to generate profits, we plan to increase our marketing and sales activity accordingly.

The Company intends to use the proceeds from this offering as follows:

2)		25% Units Sold and Warrants Exercised		50% Units Sold and Warrants Exercised		75% Units Sold and Warrants Exercised		100% Units Sold and Warrants Exercised
Marketing		50,000		150,000		250,000		350,000
Legal & Accounting		15,000		25,000		75,000		100,000
Research and Development		100,000		300,000		500,000		800,000
Administrative and Corporate Expenses		25,000		50,000		75,000		100,000
Professional Fees and Compensation		50,000		75,000		100,000		100,000
Working Capital Reserves		85,000		150,000		175,000		150,000
TOTAL	$	325,000	$	750,000	$	1,175,000	$	1,600,000

2)		25% Units Only Sold		50% Units Only Sold		75% Units Only Sold		100% Units Only Sold
Marketing		10,000		30,000		50,000		70,000
Legal & Accounting		5,000		10,000		25,000		35,000
Research and Development		30,000		100,000		200,000		350,000
Administrative and Corporate Expenses		10,000		20,000		30,000		40,000
Professional Fees and Compensation		0		25,000		40,000		40,000
Working Capital Reserves		20,000		65,000		80,000		65,000
TOTAL	$	75,000	$	250,000	$	425,000	$	600,000

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The expected use of net proceeds from this offering represents our intentions based upon our current plans and business conditions, which could change in the future as our plans and business conditions evolve and change. The amounts and timing of our actual expenditures, specifically with respect to working capital, may vary significantly depending on numerous factors. The precise amounts that we will devote to each of the foregoing items, and the timing of expenditures, will vary depending on numerous factors. As a result, our management will retain broad discretion over the allocation of the net proceeds from this offering.

In the event we do not sell all of the Units being offered, we may seek additional financing from other sources in order to support the intended use of proceeds indicated above. If we secure additional equity funding, investors in this offering would be diluted. In all events, there can be no assurance that additional financing would be available to us when wanted or needed and, if available, on terms acceptable to us.

The Company reserves the right to change the use of proceeds set out herein based on the needs of the ongoing business of the Company and the discretion of the Company’s management. The Company may reallocate the estimated use of proceeds among the various categories or for other uses if management deems such a reallocation to be appropriate.

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DESCRIPTION OF BUSINESS

Our Company

Metatron Apps, Inc. (“Metatron” or the “Company”) was incorporated on November 17, 2000, under the laws of the State of Delaware as USA Polymers Inc. On July 26, 2001 we filed a Certificate of Amendment to change our name to XRG Inc., and began operations as a holding company that owned subsidiary interstate trucking companies.

On May 24, 2009, we amended our Articles of Incorporation to change our name to Metatron Inc.

On November 22, 2021, we amended our Articles of Incorporation to change our name to Metatron Apps, Inc.

Currently, Metatron Apps, Inc. is a corporate network of highly-related fast growing multi-sector businesses that transact through the Internet and mobile devices. Metatron harnesses the power of technology to make customer's lives more productive and enjoyable in today's connected world. Metatron operates in the hottest business sectors with the creation and release of over 2000 mobile apps, dozens of web sites developed, and social media marketing for high-profile clients.

Metatron’s legacy business has been application development (apps) for clients on Apple and Android platforms.

Metatron has recently expanded its offerings to provide artificial intelligence applications and platforms for clients. Metatron’s artificial intelligence applications and platforms business is new and the Company has not generated any significant revenue from these operations.

Artificial Intelligence Overview

Artificial intelligence (“AI”) refers to the simulation of human intelligence in machines that are programmed to think and learn like humans. AI services use various techniques such as machine learning, natural language processing and computer vision to analyze data and make decisions. These services can be used in a wide range of applications from simple tasks like sorting and filtering data to more complex ones like image and speech recognition natural language understanding and decision making. In business, AI services can be used to automate repetitive tasks improve efficiency and gain valuable insights from data. For example, businesses can use AI-powered chatbots to provide customer service or use machine learning algorithms to predict customer behavior and improve marketing campaigns.

AI can also be used to optimize supply chain management detect fraud and improve financial forecasting. On the individual level, AI services can be used to provide personalized recommendations such as in music or movie streaming platforms. AI-powered personal assistants can help users manage their schedule. AI can also assist people with disabilities such as speech recognition software that allows individuals with motor impairments to communicate more easily. Overall, AI services can help businesses and individuals make better decisions, save time and money and improve overall productivity. With the increasing amount of data available, AI can help to uncover patterns and insights that were previously hidden giving companies and individuals the edge they need to succeed in a constantly changing landscape.

AI is growing rapidly. This revolutionary technology is becoming a part of many aspects of the internet and the global economy, including investing, trading, and social media. Now, large companies are investing tens of billions of dollars into AI. But issues plaguing the AI industry are plentiful. For years, AI tools have been developed and operated in silos, created within a single company, or for a single purpose, without any means of exchanging data with each other, or learning from other developers. This has made it difficult to create synergistic AI applications. Furthermore, in our opinion, developers have had no way to monetize the technology that they have developed.

Our AI services subscription platform (MetatronAI.com) includes websites and apps that offer businesses access to advanced AI technologies on a subscription basis. Our platform provides a wide range of services including natural language processing, machine learning, computer vision and more. These services can be used to improve operations, automate processes and gain valuable insights from data.

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Our subscription model allows businesses to access these services without the need for a large upfront investment or the need to hire specialized teams. We offer flexible plans tailored to the specific needs of each business. By subscribing to our services, businesses can stay ahead of the competition and take advantage of the latest AI technologies without incurring the costs and risks associated with building and maintaining their own AI systems. With our platform businesses can enjoy a cost-effective solution that is easy to use and can be scaled up or down as needed.

MetatronAI.com utilizes a license from OpenAI to power the Company’s AI platforms.

OpenAI released its first commercial product: an API for developers to access advanced technologies for building new applications and services. The API features a powerful general purpose language model, GPT-4, and has received tens of thousands of applications to date.

Unlike most AI systems which are designed for one use-case, OpenAI’s API today provides a general-purpose “text in, text out” interface, allowing users to try it on virtually any English language task. GPT-4 is the most powerful model behind the API today, with 175 billion parameters. There are several other models available via the API today, as well as other technologies and filters that allow developers to customize GPT-4 and other language models for their own use.

Our AI protocol and platform and related online marketplace are not yet fully developed and to date we have not generated any revenues from our operations.

Market

According to an April 2021 report by Transparency Market Research, the market for AI is estimated to grow to approximately $2.8 trillion by 2030. According to PwC’s report, “Sizing the Prize: What’s the Real Value of AI for Your Business and How Can You Capitalize?”, PwC estimates $15.7 trillion in potential contributions to the global economy by 2030 from the AI industry. Out of this amount, $6.6 trillion is likely to come from increases in productivity and around $9 trillion is likely to come from consumption-side effects. During the next decade it is estimated that there will be a substantial impact on global GDP from AI: “Up to 26% boost in GDP for local economies from AI by 2030”. According to PwC, all regions of the global economy will experience benefits from AI. The biggest sector gains will be in retail, financial services and healthcare as AI increases productivity, product quality and consumption. The greatest economic gains from AI technology are expected in China (up to 26% GDP boost by 2030) and North America (potential 14% GDP boost). One of the areas that PwC considers to be a high-potential use case is personalized financial planning. This application is one of the focuses of our AI platform: providing AI-powered tools to retail investors to enable them to control their financial future and better plan their investment allocations.

McKinsey and Co.’s “The State of AI in 2020” survey found that “organizations are using AI as a tool for generating value. Increasingly, that value is coming in the form of revenues. A small contingent of respondents coming from a variety of industries attribute 20 percent or more of their organizations’ earnings before interest and taxes (EBIT) to AI. These companies plan to invest even more in AI in response to the COVID-19 pandemic and its acceleration of all things digital.”

In our opinion, the AI market today is fragmented and dominated by large, oligopolistic tech companies, which may charge inflated prices for their AI services.

We believe our subscription model will provide customers with flexible and cost effective solutions for their artificial intelligence needs.

Commercialization

Currently we are focused on developing the product, learning from the users, and increasing the number of users we have on the platform. Our goal is to start commercializing the product once we have enough users to support the commercialization. We plan to have two major sources of revenue. First, we will be charging users monthly subscription fees to use all of our tools on the MetatronAI.com platform. Second, we expect to earn a 20% commission from marketplace transactions. For example, if a buyer posts a request for an AI service for which he is willing to pay $10,000 to the service provider, then MetatronAI.com would earn a 20% commission from that transaction.

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Legacy App Development

Metatron has developed over 2000 apps for IOS and Android mobile devices for top tier clients and companies, with millions in sales and downloads.  At one point in time, Metatron had more apps in the top 20 lifestyle category of the Apple App Store than any other company and was considered in the top 1% of all developers in terms of revenue, amount of apps on the Apple App store and downloads.

Some app highlights include “Relax and Sleep Well”  which reached the top 10 on Apple Lifestyle app charts and had over a million downloads, as well as numerous apps by Eckhart Tolle the author of “The Power of Now” who was the #1 author in Oprah’s book club with 20 million books sold worldwide. Metatron had the first cannabis related app on Apple as well as one of the first secure chat apps.

Intellectual Property

We do not own any patents and have not registered any trademarks or copyrights. We have filed an application to register for trademark protection our web platform technology on our website featuring an online marketplace for exchanging goods and services with other users. We may also seek copyright and other applicable intellectual property protections when we have finished development. All of our current and former employees and independent contractors have agreed to standard assignments of all rights to any intellectual property that was developed in the course of employment or engagement.

Employees

As of January 17, 2022, we had 3 full-time employees and 3 part-time employees.

We believe that we maintain a satisfactory working relationship with our employees and consultants, and we have not experienced any significant labor disputes or any difficulty in recruiting staff for our operations. None of our employees is represented by a labor union.

Governmental/Regulatory Approval and Compliance

To our knowledge, there are no governmental regulations that directly apply to our business.

Legal Proceedings

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.

DESCRIPTION OF PROPERTY

The Company currently rents our corporate domicile on a yearly basis in Dover, Delaware at the cost of $1,200 per year. Our business is completely operated over the internet, which allows our personnel to work from their homes or other virtual locations as they deem necessary. At this time the Company feels this space adequately meets the needs of the Company.

Employees and Contractors

We currently have one full time employee, Ralph Riehl, our CEO. In addition, we use independent contractors for management, legal, accounting and administrative support.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of our operations together with our financial statements and related notes appearing at the end of this offering circular. This discussion contains forward-looking statements reflecting our current expectations that involve risks and uncertainties. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the section entitled “Risk Factors” and elsewhere in this offering circular.

Overview

Management’s Discussion and Analysis

We did not generate revenue in the quarter ended March 31, 2023, and $5,400 in revenue for the year ended December 31, 2022, and do not currently have any recurring sources of revenues, making it difficult to predict when we will be profitable. We expect to incur significant research and development costs for the foreseeable future. We may not be able to successfully market our products and services in the future that will generate significant revenues. In addition, any revenues that we may generate may be insufficient for us to become profitable.

Plan of Operation for the Next Twelve Months

The Company believes that the proceeds of this Offering will satisfy its cash requirements for the next twelve months, based on the successful completion of the entire offering amount. The Company has no plans to merge with or acquire any company.

Currently we are focused on developing the product, learning from the users, and increasing the number of users we have on the platform. We plan to have two major sources of revenue. First, we will be charging users monthly subscription fees to use all of our tools on the MetatronAI.com platform. Second, we expect to earn a 20% commission from marketplace transactions. For example, if a buyer posts a request for an AI service for which he is willing to pay $10,000 to the service provider, then MetatronAI.com would earn a 20% commission from that transaction. Metatron will also generate revenue from its legacy app development business.

The Company expects to increase the number of employees at the corporate level.

Financial Statements for the periods prior to March 31, 2023.

The expenses since inception relate to the old business and are not in any way related to the new business operations going forward. Until Metatron has positive cash flow, the expenses of the new business will be paid for using funds from the Regulation A offering.

Cost of revenue. The Company expects that the cost of revenue will consist primarily of expenses associated with the delivery and distribution of our services and products. These include expenses related to purchasing equipment, marketing, providing products and services and salaries and benefits for employees on our operations teams.

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Research and development. The Company will engage in substantial research and development expenses. These will consist primarily of salaries and benefits for employees who are responsible for building new products as well as improving existing products. We will expense all of our research and development costs as they are incurred.

Marketing and sales. The Company will make substantial marketing and sales expenses which will consist primarily of salaries, and benefits for our employees engaged in sales, sales support, marketing, business development, operations, and customer service functions. Our marketing and sales expenses also include marketing and promotional expenditures.

General and administrative. The majority of our general and administrative expenses will consist of salaries, benefits, and share-based compensation for certain of our executives as well as our legal, finance, human resources, corporate communications and policy employees, and other administrative employees. In addition, general and administrative expenses include professional and legal services. The Company expects to incur substantial expenses in marketing the current Offering, in closing its acquisitions, and in promoting and managing these acquisitions.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

Quantitative and Qualitative Disclosures about Market Risk

In the ordinary course of our business, we are not exposed to market risk of the sort that may arise from changes in interest rates or foreign currency exchange rates, or that may otherwise arise from transactions in derivatives.

The preparation of financial statements in conformity with GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company's significant estimates and assumptions include the fair value of the Company's common stock, stock-based compensation, the recoverability and useful lives of long-lived assets, and the valuation allowance relating to the Company's deferred tax assets.

Contingencies

Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company's management, in consultation with its legal counsel as appropriate, assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company, in consultation with legal counsel, evaluates the perceived merits of any legal proceedings or unasserted claims, as well as the perceived merits of the amount of relief sought or expected to be sought therein. If the assessment of a contingency indicates it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued in the Company's financial statements. If the assessment indicates a potentially material loss contingency is not probable, but is reasonably possible, or is probable, but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed. Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the guarantees would be disclosed.

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DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

The following table sets forth the name and position of each of our current executive officers, director and significant employees.

Name	Position	Age	Term of Office	Approximate hours per week for part-time employees
Ralph Riehl	Chief Executive Officer; Director		N/A	40
Denis Sluka	Chief Operating Officer; Director		N/A	25

Ralph Riehl, Chief Executive Officer

Mr. Riehl attended the University of California at San Diego pursuing a double major in Computer Science and Economics. He was recruited late in his senior year to join Electric Pencil Inc., a graphic design and advertising company whose clients included major music and movie studios, as a new media specialist. Within one year he was appointed to the position of Vice President of Operations for that company’s Hollywood and downtown LA offices which had over sixty combined employees.

Subsequently, Mr. Riehl formed RS International Inc. (“RSI”), a web-design and online marketing company. During this time, Mr. Riehl managed online marketing campaigns and traffic development programs that focused on maximizing revenue. For the first time in advertising history, the Internet offered a way to precisely track ad spending vs. ad revenue and RSI capitalized on this for their clients. RSI was also one of the first companies to market cell- phones on-line, and to offer search engine optimization.

Mr. Riehl then focused on the opportunities in the search engine advertising market (SEM) by creating RComm Inc. with the intention to offer clients a systematic way to track ad spending and the ability to ramp up marketing budgets with predictable results. RComm has acted as a consulting firm for a wide variety of companies seeking to develop and capitalize on web and mobile commerce.

Mr. Riehl also produced a television series pilot called The Chronicles which aired on the sci-fi channel for three seasons. He also consulted and marketed music artists and seminar leaders selling their audio and videos online. One of his projects, Emote, was the number one downloaded band on mp3.com.

Seeing the future of online commerce being highly dependent on mobile apps, Mr. Riehl founded I-mobilize inc. with e-commerce expert, and company COO, Denis Sluka. During this time, Mr. Riehl managed the development of over 1000 apps with many in the top 20 on Apple and Google lifestyle categories.

I-mobilize white labeled apps for top-tier companies and clients, such as Eckhart Tolle, who sold over 20 million books and had the largest online webinar at the time, reaching over 100 million viewers live. As the CEO of Metatron Apps, Inc., Mr. Riehl was instrumental in developing some of the first AI apps and websites catering to business and consumer markets.

Denis Sluka, Chief Operations Officer

A self-taught entrepreneur and with over 15 years of development, database and ecommerce expertise, Mr. Sluka is co-founder of Company subsidiaries PB Magic and CupidsDevil, as well has heading up development for i-Mobilize. Prior to co-founding the companies, he served as inventory database programmer and manager for high- end men’s clothing designer and manufacturer, Mario Valente. Prior to that, he served with NY-based Croman Real Estate as its listings database developer. Under his company, Spidermade, Inc., he also designed and developed the websites of clothing designer, Sigrid Olsen, FashionMall.com, Car and Driver, and Smashbox which were crucial to the Company’s ongoing success. Mr. Sluka attended Queensborough Community College -and majored in Liberal Arts.

Mr. Sluka is currently the Chief Operating Officer of Metatron Apps, Inc.

Directors are elected until their successors are duly elected and qualified.

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Family Relationships

There are no family relationships between any director, executive officer, person nominated or chosen to become a director or executive officer or any significant employee.

Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past five years:

· been convicted in a criminal proceeding (excluding traffic violations and other minor offences); or

· had any petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing.

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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

Summary Compensation Table

The following table sets forth the annual compensation of each of the three highest paid persons who were executive officers or directors during our last completed fiscal year:

Name	Position	Cash Compensation	Other Compensation*	Total Compensation
Ralph Riehl	Chief Executive Officer, Director	$0.00	$0	$0.00
Denis Sluka	Chief Operating Officer, Director	$0.00	$0	$0.00

Employment Agreements

The Company has not entered into employment agreements

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

The following table sets forth information regarding beneficial ownership of our voting stock as of January 31. 2023 (i) by each of our officers and directors who beneficially own more than 5% of our voting stock; (ii) by all of our officers and directors as a group; and (iii) by each person who is known by us to beneficially own more than 5% of each class of our voting stock. Unless otherwise specified, the address of each of the persons set forth below is in care of the company at 160 Greentree Drive, Suite 101, Dover, DE 19904.

Name of Beneficial Owner	Amount of Beneficial Ownership(1)		Preferred Class B Stock	Percent of Preferred Class B Stock(3)	Percent of Total Voting Stock(4)(5)
	Common Stock	Percent of Common Stock(2)
Ralph Riehl	452,820,525	4%	402,204	45.85%	100%
Denis Sluka	452,820,525	4%	402,204	45.85%	0%
All directors and officers as a group	905,641,050	8%	804,408	91.7%	100%

*Less than 1%.

(1)	Beneficial Ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Each of the beneficial owners listed above has direct ownership of and sole voting power and investment power with respect to the shares. For each beneficial owner above, any securities acquirable within 60 days have been included in the denominator in accordance with SEC Rule 13d-3(d)(1).
(2)	Based on 11,280,897,522  shares of our Common Stock outstanding as of April 23, 2023.
(3)	Based on 878,256 shares of our Preferred Class B Stock outstanding as of the date of this offering circular. Shares of Preferred Class B Stock are convertible into shares of Common Stock on the basis of 50,000 shares of Common Stock for every share of Preferred Class B Stock.
(4)	Percentage of Total Voting Stock represents total ownership with respect to all shares of our Common Stock, Preferred Class A Stock and Preferred Class B Stock as a single class and giving effect to the voting rights equal of the Preferred Class A Stockholders of 110% of all other common stockholders. Preferred Class.
(5)	A Shareholders have voting rights equal to 110% of all other common stockholders.

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INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

The Company has not entered into any transactions with any related persons in which the amount involved exceeded the lesser of $120,000 and one percent of the average of our total assets at year-end for the last two completed fiscal years.

SECURITIES BEING OFFERED

We are offering 500,000,000 units, each unit consisting of 20 Shares of Common Stock of Metatron Apps, Inc. and 2 warrants exercisable at $0.001 per Warrant, par value $0.00001 ("Units"), at an offering price of $0.0014 per Unit (the "Offered Units") by the Company. Through the sale of Units, the Company is offering a maximum of 11,000,000,000 shares.

Our authorized capital stock consists of 24,000,000,000 shares of Common Stock, $0.00001 par value per share, and 100 shares of Preferred Class A Stock, par value $0.00001 and 1,000,000 shares of Preferred Class B Stock, par value $0.00001. As of May 8, 2023, there are 11,280,897,522 shares of our Common Stock, 1 share of our Preferred Class A Stock issued and outstanding and 878,256 shares of Preferred Class B Stock issued and outstanding.

The following is a summary of the rights of our capital stock as provided in our certificate of incorporation and bylaws. For more detailed information, please see our certificate of incorporation and bylaws, which have been filed as exhibits to the offering statement of which this offering circular is a part.

Common Stock

As of May 8, 2023, there were 11,280,897,522 shares of Common Stock issued and outstanding.

Voting Rights. The holders of the Common Stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders. Under our certificate of incorporation and bylaws, any corporate action to be taken by vote of stockholders other than for election of directors shall be authorized by the affirmative vote of the majority of votes cast. Directors are elected by a plurality of votes. Stockholders do not have cumulative voting rights.

Dividend Rights. Subject to preferences that may be applicable to any then-outstanding holders of our preferred stock, holders of our Common Stock are entitled to receive ratably dividends, if any, as may be declared from time to time by the board of directors out of legally available funds.

Liquidation Rights. In the event of our liquidation, dissolution or winding up, holders of Common Stock will be entitled to share ratably in the net assets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction of any liquidation preference granted to the holders of any then-outstanding shares of Preferred Stock.

Other Rights. Holders of Common Stock have no preemptive, conversion or subscription rights and there are no redemption or sinking fund provisions applicable to the Common Stock. The rights, preferences and privileges of the holders of Common Stock are subject to, and may be adversely affected by, the rights of the holders of shares of any series of Preferred Stock.

33

Preferred Class A Stock

As of December 30, 2022, there is 1 share of Preferred Class A Stock outstanding.

Voting Rights. Except as expressly provided herein, or as provided by applicable law, the holders of the Series A Preferred Stock shall have the same voting rights as the holders of the Common Stock and shall be entitled to notice of any stockholders’ meeting in accordance with the Bylaws of the Corporation, and the holders of Common Stock and Series A Preferred Stock shall vote together as a single class on all matters. Collectively, the holders of the Series A Preferred Stock shall be entitled to that number of votes equal to one hundred and ten percent (110%) of the total number of shares of Common Stock then entitled to vote (the “Total Number of Common Stock Votes”). For purposes hereof, the Total Number of Common Stock Votes shall include all votes of each other class or series of the Corporation’s capital stock that vote together with the holders of Common Stock as a single class. In the event more than one (1) share of Series A Preferred Stock is outstanding at the time a vote is taken, the Total Number of Common Stock Votes will be allocated among the holders of Series A Preferred Stock on a pro rata basis.

Dividend Rights. The holders of Series A Preferred Stock shall be entitled to participate with the holders of the Corporation’s Common Stock, out of any funds legally available therefor, its pro rata portion of such dividends, distributions, or other transfers of property or issuances of securities made to the holders of Common Stock in respect of such ownership, in such amount as if each share of Series A Preferred Stock had already been converted into one (1) share of Common Stock prior to the declaration of such dividend, distribution, or transfer of property to the holders of Common Stock.

Liquidation Rights. In any liquidation, dissolution, or winding up of the Corporation, whether voluntary or involuntary (each, a “Liquidation”), the holders of the Series A Preferred Stock then outstanding shall be entitled to receive an amount on such date equal to the Stated Value multiplied by the shares of Series A Preferred Stock owned of record by such holder as of such date. After payment of such sums, (a) the holders of the Series A Preferred Stock, (b) the holders of the Series B Preferred Stock, and (c) the holders of the Common Stock, shall be entitled to receive any remaining assets of the Corporation on a pro rata, as-converted basis assuming conversion of (i) the Series A Preferred Stock into Common Stock at the then-current Conversion Rate and (ii) the Series B Preferred Stock into Common Stock at the then-current conversion ratio. Any assets to be delivered to the holders of the Series A Preferred Stock pursuant to this provision as a consequence of Liquidation shall be valued at their fair market value as determined in good faith by the Board of Directors of the Corporation, whose determination shall be conclusive and binding absent manifest error.

Conversion Rights. Each share of Preferred Class A Stock is convertible at any time, at the option of the holder, into one (1) share of Common Stock for each share of Preferred Class A Stock, subject to adjustment in the event of any stock splits, stock combinations, recapitalizations and similar transactions.

Preferred Convertible Class B Stock

As of May 8, 2023, there were 1,000,000 shares of Preferred Convertible Class B Stock (“Series B Preferred Stock”) authorized. Currently, the Company has issued 878,256 shares of Series B Preferred Stock.

Conversion Rights. Each share of Series B Preferred Stock is convertible at any time, at the option of the holder into fifty thousand (50,000) shares of Common Stock for each share of Series B Preferred Stock, subject to adjustment in the event of any stock splits, stock combinations, recapitalizations and similar transactions.

Acquisitions or Asset Transfers. In the event that the Corporation is a party to an Acquisition or Asset Transfer (as hereinafter defined), then each holder of Series B Preferred shall be entitled to receive, for each share of Series B Preferred then held, out of the proceeds of such Acquisition or Asset Transfer, the amount of cash, securities, or other property to which such holder would be entitled to receive in a Liquidation Event. Any such amount payable to the holders of Series B Preferred shall be paid pari passu with any payments to the holders of Series A Preferred.

34

Transfer Agent and Registrar

The company has engaged Pacific Stock Transfer Company, Inc. as its transfer agent and registrar. Pacific Stock’s address is 6725 Via Austi Parkway, Suite 300, Las Vegas, NV 89119 and its telephone number is (800) 785-7782.

Shares Eligible for Future Sale

After giving effect to the completion of this offering, assuming we sell the maximum, we will have 22,280,897,522 shares of Common Stock outstanding. The 11,000,000,000 shares of Common Stock sold in this offering will be freely transferable without restriction or further registration under the Securities Act, subject to the limitations on ownership set forth in our charter.

LEGAL MATTERS

The validity of the Common Stock offered hereby will be passed upon for us by Donnell Suares, Esq.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC an offering statement on Form 1-A under the Securities Act with respect to the Common Stock offered by this offering circular. This offering circular does not contain all of the information included in the offering statement, portions of which are omitted as permitted by the rules and regulations of the SEC. For further information pertaining to us and the Common Stock to be sold in this offering, you should refer to the offering statement and its exhibits. Whenever we make reference in this offering circular to any of our contracts, agreements or other documents, the references are not necessarily complete, and you should refer to the exhibits attached to the offering statement for copies of the actual contract, agreement or other document filed as an exhibit to the offering statement or such other document, each such statement being qualified in all respects by such reference. Upon the closing of this offering, we will be subject to the informational requirements of Tier 1 of Regulation A and will be required to file annual reports, semi-annual reports, current reports and other information with the SEC. We anticipate making these documents publicly available, free of charge, on our website as soon as reasonably practicable after filing such documents with the SEC.

You can read the offering statement and our future filings with the SEC over the Internet at the SEC’s website at www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facility at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference facilities.

35

INDEX TO FINANCIAL STATEMENTS

	Page
Three Months Ended March 31, 2023 and 2022
Consolidated Balance Sheets as of March 31, 2023 and December 31, 2022	F-2
Statements of Income for the Three Months Ended March 31, 2023 and 2022	F-3
Statements of Stockholders’ Equity for the Three Months Ended March 31, 2023 and 2022	F-4
Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022	F-5
Notes to Consolidated Financial Statements	F-6
Three Months Ended March 31, 2022 and 2021
Consolidated Balance Sheets as of March 31, 2022 and December 31, 2021	F-13
Statements of Income for the Three Months Ended March 31, 2022 and 2021	F-14
Statements of Stockholders’ Equity for the Three Months Ended March 31, 2022 and 2021	F-15
Statements of Cash Flows for the Three Months Ended March 31, 2022 and 2021	F-16
Notes to Consolidated Financial Statements	F-17
Year Ended December 31, 2021 and 2020
Consolidated Balance Sheets as of December 31, 2021 and 2020	F-23
Statements of Income for the Years Ended December 31, 2021 and 2020	F-24
Statements of Stockholders’ Equity for the Years Ended December 31, 2021 and 2020	F-25
Statements of Cash Flows for the Years Ended December 31, 2021 and 2020	F-26
Notes to Consolidated Financial Statements	F-27

F-1

METATRON

Consolidated Balance Sheets

As of March 31, 2023 and December 31, 2022 (Unaudited)

	March 31, 2023			December 31, 2022
ASSETS
Current Assets
Cash and Cash Equivalents	$	588		$	2,322
Receivables		73,097			73,097
Loan from shareholder		21,600			20,000
Total Current Assets		95,285			95,419
Fixed Assets
Property & Equipment, Net		–			–
Total Fixed Assets		–			–
Other Assets
Acquisition of RComm		14,935			14,935
Acquisition of IMobilize		149,750			149,750
Acquisition of Just Data		100,000			100,000
Acquisition of PB Magic		750,000			750,000
Content		154,470			154,470
Total Other Assets		1,169,155			1,169,155
TOTAL ASSETS	$	1,264,440		$	1,264,574
LIABILITIES & EQUITY
Liabilities
Current Liabilities:
Accrued Interest	$	193,679		$	179,508
Convertible Notes Payable		304,474			303,955
Total Current Liabilities		498,153			483,463
Long Term Liabilities:
Notes payable		31,500			31,500
EIDL Loan		40,000			40,000
PPP Loan		18,333			18,333
Total Long Term Liabilities		89,833			89,833
Total Liabilities		587,986			573,296
Equity
Preferred Stock, Series A, $0.00001 Par Value, 100 shares authorized, 1 share issued and outstanding as of March 31, 2023 and December 31, 2022		100			100
Preferred Stock, Series B $0.00001 Par Value: 1,000,000 Shares Authorized: 878,256 shares issued and outstanding as of March 31, 2023 and December 31, 2022		9			9
Common Stock $0.00001 Par Value: 10,000,000,000 shares authorized, 9,512,564,189 and 9,229,230,856 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively		6,921,942			6,921,942
Paid in capital		1,923,523			1,923,523
Accumulated deficit		(8,169,120	)		(8,154,296	)
Total shareholder’s equity		676,454			691,278
TOTAL LIABILITIES & EQUITY	$	1,264,440		$	1,2264,574

F-2

Metatron, Inc.

Statements of Income

For the Three Months Ending
March 31, 2023 and 2022

(Unaudited)

	For the Three Months Ended March 31,
	2023			2022
Revenues	$	–		$	300
Cost of goods sold		–			–
Gross margin		–			300
Operating Expenses
General and Administrative Expense		5,335			17,157
Total Operating Expense		5,335			17,157
Operating income (loss)		(5,335	)		(16,857	)
Other (Income) Expense
Interest expense		(9,489	)		(9,358	)
Total other expense		(9,489	)		(9,358	)
Net (Loss) Income	$	(14,824	)	$	(26,215	)
Net Loss Per Common Share	$	(0.00	)	$	(0.00	)
Weighted average number of shares outstanding		9,229,230,856			9,229,230,856

F-3

Metatron, Inc.

Statement of Stockholders’ Equity

For the Three Months Ended March 31, 2023 and 2022

(Unaudited)

	Series A Preferred Stock				Series B Preferred Stock				Series D Preferred Stock				Common Stock				Additional Paid in		Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Total
Balance, December 31, 2022		1	$	100		878,256	$	9		–	$	–		9,512,564,189	$	6,921,942	$	1,923,523	$	(8,154,296	)	$	745,212
Conversion of note payable		–		–		–		–		–		–		–		–		–		–			–
Net income		–		–		–		–		–		–		–		–		–		(14,825	)		(14,825	)
Balance, March 31, 2023		1	$	100		878,256	$	9		–	$	–		9,512,564,189	$	6,921,942	$	1,923,523	$	(8,169,121	)	$	730,387
Balance, December 31, 2021		1	$	100		878,256	$	9		–	$	–		9,229,230,856	$	6,638,609	$	2,198,356	$	(8,085,539	)	$	751,535
Conversion of note payable		–		–		–		–		–		–		–		–		–		–			–
Preferred stock dividend		–		–		–		–		–		–		–		–		–		–			–
Net income		–		–		–		–		–		–		–		–		–		(26,215	)		(26,215	)
Balance, March 31, 2022		1	$	100		878,256	$	9		–	$	–		9,229,230,856	$	6,638,609	$	2,198,356	$	(8,111,754	)	$	725,320

F-4

Metatron, Inc.

Statements of Cash Flows

Quarters Ended March 31, 2023 and 2022

	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(14,824	)	$	(26,215	)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities
Depreciation and amortization		519			–
Changes in Operating Assets and Liabilities
Accounts receivables		(1,600	)		–
Accounts payable and accrued liabilities		14,171			9,274
Net Cash Generated (Used) in Operating Activities		(1,734	)		(16,941	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net Cash Provided from Investing Activities		–			–
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable		–			–
Contributions to paid in capital		–			–
Proceeds from convertible notes payable		–			17,000
Net Cash Provided from Financing Activities		–			17,000
NON-CASH TRANSACTIONS
Net Non-Cash Transactions		–			–
Net Increase (Decrease) in Cash		(1,734	)		59
Cash Beginning of Period		2,322			186
Cash - End of Period	$	588		$	245
SUPPLEMENTAL INFORMATION:
Cash paid for income taxes	$	–		$	–
Cash paid for interest	$	–		$	–
NON-CASH ACTIVITIES
Common stock issued upon conversion of convertible NP	$	–		$	–

F-5

Metatron, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three Months Ended March 31, 2023 and 2022

1. Organization and Basis of Presentation

Organization and Combination

Metatron, Inc (“Metatron” or the “Company”) was incorporated in the State of Delaware on November 17, 2000. Metatron maintains its principal executive offices in Dover, Delaware, United States.

Basis of Presentation

The Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of OTC Markets, Inc. (“OTC”).

Business Operations

The Company is a development stage company targeting acquisition opportunities with recurring revenue streams to maximize shareholder value.

Going Concern

The Company's financial statements have been presented on the basis that the Company is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As reflected in the accompanying financial statements, has had limited operating revenues, and has had no operating cash flows. During the three months ended March 31, 2023, the Company had a net loss of $14,824 and an accumulated deficit of $8,169,120 as of March 31, 2023.

As a result, management has concluded that there is substantial doubt about the Company's ability to continue as a going concern within one year of the date that the accompanying financial statements are issued. The ability of the Company to continue as a going concern is dependent upon the Company's ability to raise additional funds and implement its business plan, and to ultimately achieve sustainable operating revenues and profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

If cash resources are insufficient to satisfy the Company's ongoing cash requirements, the Company would be required to obtain funds, if available, although there can be no certainty, from its shareholders or officers.

2. Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates are expected to include those related to assumptions used in calculating accruals for potential liabilities, valuing equity instruments issued for services, and the realization of deferred tax assets.

F-6

Income Taxes

The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities.

The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Alternatively, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made.

The Company is subject to U.S. federal income taxes and franchise taxes of the State of Delaware. The Company's operations during the quarters ended March 31, 2023 and 2022 were nominal.

As the Company's net operating losses in the respective jurisdictions in which it operates have yet to be utilized, all previous tax years remain open to examination by the taxing authorities in which the Company currently operates. The Company had no unrecognized tax benefits as of March 31, 2023 and 2022 and does not anticipate any material amount of unrecognized tax benefits within the next 3 months.

The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are recognized only if it is "more-likely-than- not" to be sustained by the taxing authority as of the reporting date. If the tax position is not considered "more-likely- than-not" to be sustained, then no benefits of the position are recognized. As of March 31, 2023 and 2022, the Company had not recorded any liability for uncertain tax positions. In subsequent periods, any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense.

Stock-Based Compensation

The Company issues common stock and intends to issue stock options to officers, directors and consultants for services rendered. Options will vest and expire according to terms established at the issuance date of each grant. Stock grants, which are generally time vested, will be measured at the grant date fair value and charged to operations ratably over the vesting period.

The fair value of stock options granted as stock-based compensation will be determined utilizing the Black-Scholes option-pricing model, and can be affected by several variables, the most significant of which are the life of the equity award, the exercise price of the stock option as compared to the fair market value of the common stock on the grant date, and the estimated volatility of the common stock. Estimated volatility will be based on the historical volatility of the Company's common stock over an appropriate calculation period, or, if not available, by reference to the volatility of a representative sample of comparable public companies. The risk-free interest rate will be based on the U.S. Treasury yield curve in effect at the time of grant. The fair market value of the common stock will be determined by reference to the quoted market price of the Company's common stock on the grant date, or, if not available, by reference to an appropriate alternative valuation methodology.

F-7

The Company will recognize the fair value of stock-based compensation awards in general and administrative costs or in software development costs, as appropriate, in the Company's consolidated statements of operations. The Company will issue new shares of common stock to satisfy stock option exercises.

As of March 31, 2023, the Company did not have any outstanding stock options.

Earnings (Loss) Per Share

The Company's computation of earnings (loss) per share ("EPS") includes basic and diluted EPS. Basic EPS is measured as the income (loss) attributable to common stockholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible notes payable, convertible preferred stock, warrants and stock options) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the respective periods. Basic and diluted loss per common share is the same for all periods presented because there is no convertible debt, convertible preferred stock, warrants or stock options outstanding.

Fair Value of Financial Instruments

The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required.

Level 1. Observable inputs such as quoted prices in active markets for an identical asset or liability that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities and exchange-based derivatives.

Level 2. Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange-based derivatives, mutual funds, and fair-value hedges.

Level 3. Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently-traded non-exchange-based derivatives and commingled investment funds and are measured using present value pricing models.

The Company will determine the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company will perform an analysis of the assets and liabilities at each reporting period end.

The carrying value of financial instruments (consisting of cash and accounts payable and accrued expenses) is considered to be representative of their respective fair values due to the short-term nature of those instruments.

F-8

Property and Equipment

Property and equipment is recorded at cost. Major improvements are capitalized, while maintenance and repairs that do not improve or extend the useful life of the respective assets are charged to expense as incurred. Gains and losses from disposition of property and equipment are included in income and expense when realized. Depreciation of property and equipment is provided using the straight-line method over an estimated useful life of three years.

The Company recognizes depreciation of property and equipment in general and administrative costs in the Company's consolidated statement of operations.

Leases

Effective January 1, 2019, the Company adopted Accounting Standards Update 2016-02, Leases (Topic 842) ("ASU 2016-02"), which requires a lessee to record a right-of-use asset and a corresponding lease liability at the inception of the lease initially measured at the present value of the lease payments. ASU 2016-02 requires recognition in the statement of operations of a single lease cost that is calculated as a total cost of the lease allocated over the lease term, generally on a straight-line basis. The Company did not have any leases within the scope of ASU 2016-02 at March 31, 2023 and December 31, 2022.

Recent Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13 significantly changes how entities measure credit losses for most financial assets, including accounts and notes receivables. ASU 2016-13 will replace the current "incurred loss" approach with an "expected loss" model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the provisions of ASU 2016-13 as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which ASU 2016-13 is effective. As small business filer, ASU 2016-13 will be effective for the Company for interim and Quarterly reporting periods beginning after December 15, 2022. Management is currently in the process of assessing the impact of adopting ASU-2016-13 on the Company's financial statements and related disclosures.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, and the American Institute of Certified Public Accountants, did not or are not believed by management to have a material impact on the Company's present or future financial statements and related disclosures.

F-9

3. Notes payable

Convertible notes payable

Convertible notes payable consists of the following as of March 31, 2023 and December 31, 2022:

	March 31, 2023		December 31, 2022
Convertible note payable dated April 21, 2016, due October 20, 2016, bearing interest at 12%, convertible at a 70% Discount of the lowest traded price during the last 30 Trading Days.	$	2,707	$	2,707
Convertible note payable dated October 14, 2016, due October 14, 2017, bearing interest at 12%, convertible at a 70% Discount of the lowest traded price during the last 30 Trading Days.		5,500		5,500
Convertible note payable dated February 01, 2016, due August 01, 2017, bearing interest at 12%, convertible at a 70% Discount of the lowest traded price during the last 30 Trading Days.		32,500		32,500
Convertible note payable dated June 09, 2017, due June 09, 2018, bearing interest at 12%, convertible at a 70% Discount of the lowest traded price during the last 30 Trading Days.		34,500		34,500
Convertible note payable dated August 21, 2017, due August 21, 2018, bearing interest at 12%, convertible at a 70% Discount of the lowest traded price during the last 30 Trading Days.		40,000		40,000
Convertible note payable dated December 21, 2017, due June 21, 2018, bearing interest at 12%, convertible at a 70% Discount of the lowest traded price during the last 30 Trading Days.		49,444		49,444
Convertible note payable dated January 16, 2018, due July 22, 2019, bearing interest at 12%, convertible at a 70% Discount of the lowest traded price during the last 30 Trading Days.		11,111		11,111
Convertible note payable dated March 01, 2019, due September 01, 2019, bearing interest at 12%, convertible at a 70% Discount of the lowest traded price during the last 30 Trading Days.		28,889		28,889
Convertible note payable dated March 01, 2019, due September 04, 2019, bearing interest at 12%, convertible at a 70% Discount of the lowest traded price during the last 30 Trading Days.		29,778		29,778
Convertible note payable dated March 11, 2019, due September 15, 2019, bearing interest at 12%, convertible at a 70% Discount of the lowest traded price during the last 30 Trading Days.		33,889		33,889
Convertible note payable dated January 7, 2022, due February 18, 2022, bearing interest at 24%, convertible at a 70% Discount of the lowest traded price during the last 30 Trading Days.		10,000		10,000
Convertible note payable dated October 7, 2022, due October 7, 2024, bearing interest at 12%, convertible at the higher of $0.001 or 60% of the lowest trading price during the 20 trading days ending on the latest complete trading day prior to conversion.		5,555		5,555
Convertible note payable dated November 7, 2022, due November 7, 2023, bearing interest at 8%, convertible at a 50% Discount of the lowest traded price during the last 30 Trading Days.		10,000		10,000
Convertible note payable dated December 9, 2022, due December 9, 2023, bearing interest at 8%, convertible at a 50% Discount of the lowest traded price during the last 30 Trading Days.		5,000		5,000
Convertible note payable dated December 2, 2022, due December 2, 2024, bearing interest at 12%, convertible at the higher of $0.001 or 60% of the lowest trading price during the 20 trading days ending on the latest complete trading day prior to conversion.		600		600
Convertible note payable dated December 31, 2022, due  December 31, 2023, bearing interest at 8%, convertible at a 50% Discount of the lowest traded price during the last 30 Trading Days.		5,000		5,000
Total		304,473		304,473
Less unamortized original issue discount		–		518
	$	304,473	$	303,955

F-10

Notes payable

On May 26, 2020, the Company obtained a federally guaranteed Payroll Protection Program loan in the amount of $18,333. The loan bears intertest at 1% and is expected to be forgiven prior to maturity in 2022. The balance on the loan was $18,333 at March 31, 2023 and December 31, 2022.

On August 4, 2020, the Company obtained federally guaranteed Economic Injury Disaster Loan in the amount of $40,000. The loan bears interest at 3.75% interest and is due on August 4, 2030. Installment payments including principal and interest in the amount of $195 will begin on August 4, 2021. The balance on the loan was $40,000 at March 31, 2023 and December 31, 2022.

On January 5, 2021, the Company issued a note payable in the amount of $17,500. The loan bears interest at 12% and is due on January 4, 2022. The balance on the loan was $17,500 on March 31, 2023 and December 31, 2022.

On January 7, 2022, the Company issued a note payable in the amount of $6,000, with an original issue discount of $1,000, for net proceeds of $5,000. The note bears interest at 24% and is due on February 18, 2022. Payments on the loan are due in weekly principal payments of $1,000 plus interest. In addition, the Company is paying a weekly monitoring fee of $500. The net balance of the note at March 31, 2023 and December 31, 2022 is $6,000.

On February 7, 2022, the Company issued a note payable in the amount of $2,500, with an original issue discount of $500, for net proceeds of $2,000. The note bears interest at 24% and is due on March 21, 2022. The loan is payable at maturity. In addition, the Company is paying a weekly monitoring fee of $400. The net balance of the note at March 31, 2023 and December 31, 2022 is $2,500.

On February 3, 2022, the Company issued a note payable in the amount of $2,500. The note bears interest at 24% and is due on March 17, 2022. The loan is payable at maturity. In addition, the Company is paying a weekly monitoring fee of $400. The balance of the note at March 31, 2023 and December 31, 2022 is $2,500.

On April 20, 2022, the Company issued a note payable in the amount of $3,000. The note bears interest at 24% and is due on June 1, 2022. The loan is payable at maturity. In addition, the Company is paying a weekly monitoring fee of $400. The balance of the note at March 31, 2023 and December 31, 2022 is $3,000.

4. Stockholders' Equity

Preferred Stock

The Company has authorized a total of 100 shares of Series A Preferred Stock, $0.00001 par value assigned. 1 share of Series A Preferred Stock is issued and outstanding as of March 31, 2023 and December 31, 2022.

Series A Preferred Stockholders participate with the common stockholders in dividends as if each share of Series A Preferred Stock was converted into 1 share of common stock prior to the declaration of a dividend. Series A Preferred Stock has a liquidation preference equal to the stated value of the multiplied by the number of Series A Preferred Stock preferred stock owned by the holder. Series A Preferred Stock holders have the same voting rights as common stockholders. Series A Preferred Stockholders will vote as a class whose vote shall be equal to 110% of the total number of shares of common stock then entitled to vote. Series A Preferred Stock has conversion rights to convert into 1 share of common stock, at the holders option.

The Company has authorized a total of 1,000,000 shares of Series B Preferred Stock, $0.00001 par value assigned. 878,256 shares of Series B Preferred Stock are issued and outstanding as of March 31, 2023 and December 31, 2022.

F-11

Series B Preferred Stockholders participate with the common stockholders in dividends as if each share of Series A Preferred Stock was converted into 50,000 shares of common stock prior to the declaration of a dividend. Each share of Series B Preferred Stock is convertible into 50,000 shares of common stock at the option of the holder. Upon liquidation, each Series B Preferred Stockholder is entitled to receive the same amount per share as a holder of the Series A Preferred Stock.

Common Stock

The Company is authorized to issue up to 10,000,000,000 shares of common stock, par value $0.00001 per share. As of March 31, 2023 and December 31, 2022, the Company had 9,512,564,189 shares of common stock issued and outstanding, respectively.

5. Commitments and Contingencies

Legal Contingencies

The Company has no known commitments and contingencies.

Impact of COVID-19 on the Company

The global outbreak of COVID-19 has led to severe disruptions in general economic activities, as businesses and governments have taken broad actions to mitigate this public health crisis. Although the Company has not experienced any significant disruption to its business to date, these conditions could significantly negatively impact the Company's business in the future.

The extent to which the COVID-19 outbreak ultimately impacts the Company's business, future revenues, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, its severity and longevity, the actions to curtail the virus and treat its impact (including an effective vaccine), and how quickly and to what extent normal economic and operating conditions can resume. Even after the COVID-19 outbreak has subsided, the Company may be at risk of experiencing a significant impact to its business as a result of the global economic impact, including any economic downturn or recession that has occurred or may occur in the future.

Currently, capital markets have been disrupted by the crisis, as a result of which the availability, amount and type of financing available to the Company in the near future is uncertain and cannot be assured and is largely dependent upon evolving market conditions and other factors.

The Company intends to continue to monitor the situation and may adjust its current business plans as more information and guidance become available.

6. Subsequent Events

The Company performed an evaluation of subsequent events through the date on which these consolidated financial statements were issued. There were no material subsequent events which affected, or could affect, the amounts or disclosures in the financial statements.

F-12

METATRON

Consolidated Balance Sheets

As of March 31, 2022 and December 31, 2021 (Unaudited)

	March 31, 2022			December 31, 2021
ASSETS
Current Assets
Cash and Cash Equivalents	$	186		$	186
Receivables		73,097			73,097
Total Current Assets		73,283			73,283
Fixed Assets
Property & Equipment, Net		–			–
Total Fixed Assets		–			–
Other Assets
Acquisition of RComm		14,935			14,935
Acquisition of IMobilize		149,750			149,750
Acquisition of Just Data		100,000			100,000
Acquisition of PB Magic		750,000			750,000
Content		154,470			154,470
Total Other Assets		1,169,155			1,169,155
TOTAL ASSETS	$	1,242,437		$	1,242,438
LIABILITIES & EQUITY
Liabilities
Current Liabilities:
Accrued Interest	$	144,752		$	144,752
Convertible Notes Payable		287,718			287,718
Total Other Current Liabilities		432,470			432,470
Total Current Liabilities		555,739			555,739
Long Term Liabilities:
EIDL Loan		40,000			40,000
PPP Loan		18,333			18,333
Total Long Term Liabilities		58,333			58,333
Total Liabilities		490,903			490,903
Equity
Preferred Stock, Series A, $0.00001 Par Value, 100 shares authorized, 1 share issued and outstanding as of December 31, 2021 and 2020		100			100
Preferred Stock, Series B $0.00001 Par Value: 1,000,000 Shares Authorized: 878,256 shares issued and outstanding as of December 31, 2021 and 2020		9			9
Common Stock $0.001 Par Value: 10,000,000,000 shares authorized, 9,229,230,856 and 6,698,870,462 shares issued and outstanding as of December 31, 2021 and 2020		6,638,609			6,638,609
Paid in capital		2,198,356			2,198,356
Accumulated deficit		(8,085,539	)		(8,085,539	)
Total shareholder’s equity		751,535			751,535
TOTAL LIABILITIES & EQUITY	$	1,242,438		$	1,242,438

F-13

Metatron, Inc.

Statements of Income For the Three Months Ended

March 31, 2022 and 2021 (Unaudited)

	Three Months Ended March 31,
	2022			2021
Revenues	$	300		$	–
Gross margin		300			–
Operating Expenses
General and Administrative Expense		17,157			31,751
Total Operating Expense		17,157			31,751
Operating income (loss)		(16,857	)		(31,751	)
Other (Income) Expense
Interest expense		(9,358	)		–
Total other expense		(9,358	)		–
Net loss	$	(26,215	)	$	–
Net Loss Per Common Share	$	(0.00	)	$	(0.00	)
Weighted average number of shares outstanding		9,229,230,856			6,698,870,595

F-14

Metatron, Inc.

Statement of Stockholders Equity

For the Three Months Ended March 31, 2022 and 2021 (Unaudited)

													Additional
	Series A Preferred Stock			Series B Preferred Stock			Series D Preferred Stock			Common Stock			Paid in		Accumulated
	Shares	Amount		Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit			Total
Balance, December 31, 2021	1	$	100	878,256	$	9	–	$	–	9,229,230,856	$	6,638,609	$	2,198,356	$	(8,085,539	)	$	751,535
Net income																(26,215	)		(26,215	)
Balance, March 31, 2022	1	$	100	878,256	$	9	–	$	–	9,229,230,856	$	6,638,609	$	2,198,356	$	(8,111,754	)	$	725,320

	Preferred Stock Series A			Preferred Stock Series B			Common Stock			Paid in		Accumulated
	Shares	Amount		Shares	Amount		Shares	Amount		Capital		Deficit			Total
Balance, December 31, 2020	1	$	100	878,256	$	9	6,698,870,462	$	2,443,537	$	5,784,354	$	(7,705,907	)	$	522,083
Net loss	–		–	–		–	–		–		–		(31,751	)		(31,751	)
Balance, March 31, 2021	1	$	100	878,256	$	9	6,698,870,462	$	2,443,537	$	5,784,354	$	(7,737,658	)	$	490,332

F-15

Metatron, Inc.

Statements of Cash Flows

Three Months Ended March 31, 2022 and 2021

	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(26,215	)	$	(31,751	)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities
Depreciation and amortization		–			1,474
Changes in Operating Assets and Liabilities
Accounts payable and accrued liabilities		9,274			16,236
Net Cash Generated (Used) in Operating Activities		(16,941	)		(14,041	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net Cash Provided from Investing Activities		–			–
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from notes payable		17,000			17,500
Net Cash Provided from Financing Activities		17,000			17,500
NON-CASH TRANSACTIONS
Net Non-Cash Transactions		–			–
Net Increase (Decrease) in Cash		59			3,459
Cash Beginning of Period		186			745
Cash - End of Period	$	245		$	4,204
SUPPLEMENTAL INFORMATION:
Cash paid for income taxes	$	–		$	–
Cash paid for interest	$	–		$	–
NON-CASH ACTIVITIES
Common stock issued upon conversion of convertible NP	$	–		$	–

F-16

Metatron, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Three Months Ended March 31, 2022 and 2021

1. Organization and Basis of Presentation

Organization and Combination

Metatron, Inc (“Metatron” or the “Company”) was incorporated in the State of Delaware on November 17, 2000. Metatron maintains its principal executive offices in Dover, Delaware, United States.

Basis of Presentation

The Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of OTC Markets, Inc. (“OTC”).

Business Operations

The Company is a development stage company targeting acquisition opportunities with recurring revenue streams to maximize shareholder value.

Going Concern

The Company's financial statements have been presented on the basis that the Company is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As reflected in the accompanying financial statements, the Company has no assets on hand, has had no operating revenues, and has had no operating cash flows. During the three months ended March 31, 2022, the Company had a net loss of $26,215 and an accumulated deficit of $8,11,754 as of March 31, 2022.

As a result, management has concluded that there is substantial doubt about the Company's ability to continue as a going concern within one year of the date that the accompanying financial statements are issued. The ability of the Company to continue as a going concern is dependent upon the Company's ability to raise additional funds and implement its business plan, and to ultimately achieve sustainable operating revenues and profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

If cash resources are insufficient to satisfy the Company's ongoing cash requirements, the Company would be required to obtain funds, if available, although there can be no certainty, from its shareholders or officers.

2. Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates are expected to include those related to assumptions used in calculating accruals for potential liabilities, valuing equity instruments issued for services, and the realization of deferred tax assets.

F-17

Income Taxes

The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities.

The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Alternatively, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made.

The Company is subject to U.S. federal income taxes and franchise taxes of the State of Delaware. The Company's operations during the years ended December 31, 2021 and 2020 were nominal.

As the Company's net operating losses in the respective jurisdictions in which it operates have yet to be utilized, all previous tax years remain open to examination by the taxing authorities in which the Company currently operates. The Company had no unrecognized tax benefits as of December 31, 2021 and 2020 and does not anticipate any material amount of unrecognized tax benefits within the next 3 months.

The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are recognized only if it is "more-likely-than- not" to be sustained by the taxing authority as of the reporting date. If the tax position is not considered "more-likely-than-not" to be sustained, then no benefits of the position are recognized. As of December 31, 2021 and 2020, the Company had not recorded any liability for uncertain tax positions. In subsequent periods, any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense.

Stock-Based Compensation

The Company issues common stock and intends to issue stock options to officers, directors and consultants for services rendered. Options will vest and expire according to terms established at the issuance date of each grant. Stock grants,which are generally time vested, will be measured at the grant date fair value and charged to operations ratably over the vesting period.

The fair value of stock options granted as stock-based compensation will be determined utilizing the Black-Scholes option-pricing model, and can be affected by several variables, the most significant of which are the life of the equity award, the exercise price of the stock option as compared to the fair market value of the common stock on the grant date, and the estimated volatility of the common stock. Estimated volatility will be based on the historical volatility of the Company's common stock over an appropriate calculation period, or, if not available, by reference to the volatility of a representative sample of comparable public companies. The risk-free interest rate will be based on the U.S. Treasury yield curve in effect at the time of grant. The fair market value of the common stock will be determined by reference to the quoted market price of the Company's common stock on the grant date, or, if not available, by reference to an appropriate alternative valuation methodology.

The Company will recognize the fair value of stock-based compensation awards in general and administrative costs or in software development costs, as appropriate, in the Company's consolidated statements of operations. The Company will issue new shares of common stock to satisfy stock option exercises.

As of March 31, 2022, the Company did not have any outstanding stock options.

F-18

Earnings (Loss) Per Share

The Company's computation of earnings (loss) per share ("EPS") includes basic and diluted EPS. Basic EPS is measured as the income (loss) attributable to common stockholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible notes payable, convertible preferred stock, warrants and stock options) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the respective periods. Basic and diluted loss per common share is the same for all periods presented because there is no convertible debt, convertible preferred stock, warrants or stock options outstanding.

Fair Value of Financial Instruments

The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required.

Level 1. Observable inputs such as quoted prices in active markets for an identical asset or liability that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities and exchange-based derivatives.

Level 2. Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange-based derivatives, mutual funds, and fair-value hedges.

Level 3. Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently-traded non-exchange-based derivatives and commingled investment funds and are measured using present value pricing models.

The Company will determine the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company will perform an analysis of the assets and liabilities at each reporting period end.

The carrying value of financial instruments (consisting of cash and accounts payable and accrued expenses) is considered to be representative of their respective fair values due to the short-term nature of those instruments.

Property and Equipment

Property and equipment is recorded at cost. Major improvements are capitalized, while maintenance and repairs that do not improve or extend the useful life of the respective assets are charged to expense as incurred. Gains and losses from disposition of property and equipment are included in income and expense when realized. Depreciation of property and equipment is provided using the straight-line method over an estimated useful life of three years.

The Company recognizes depreciation of property and equipment in general and administrative costs in the Company's consolidated statement of operations.

F-19

Leases

Effective January 1, 2019, the Company adopted Accounting Standards Update 2016-02, Leases (Topic 842) ("ASU2016-02"), which requires a lessee to record a right-of-use asset and a corresponding lease liability at the inception of the lease initially measured at the present value of the lease payments. ASU 2016-02 requires recognition in the statement of operations of a single lease cost that is calculated as a total cost of the lease allocated over the lease term,generally on a straight-line basis. The Company did not have any leases within the scope of ASU 2016-02 at December 31, 2021.

Recent Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments("ASU 2016-13"). ASU 2016-13 significantly changes how entities measure credit losses for most financial assets, including accounts and notes receivables. ASU 2016-13 will replace the current "incurred loss" approach with an "expected loss" model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the provisions of ASU 2016-13 as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which ASU 2016-13 is effective. As small business filer, ASU 2016-13 will be effective for the Company for interim and Quarterly reporting periods beginning after December 15, 2022. Management is currently in the process of assessing the impact of adopting ASU-2016-13 on the Company's financial statements and related disclosures.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, and the American Institute of Certified Public Accountants, did not or are not believed by management to have a material impact on the Company's present or future financial statements and related disclosures.

3. Notes payable

Convertible notes payable

Convertible notes payable consists of the following as of March 31, 2022 and December 31, 2021:

	March 31, 2022		December 31, 2021
Convertible note payable dated April 21, 2016, due October 20, 2016, bearing interest at 12%, convertible at a 70% Discount of the lowest traded price during the last 30 Trading Days.	$	2,707	$	2,707
Convertible note payable dated October 14, 2016, due October 14, 2017, bearing interest at 12%, convertible at a 70% Discount of the lowest traded price during the last 30 Trading Days.		5,500		5,500
Convertible note payable dated February 01, 2016, due August 01, 2017, bearing interest at 12%, convertible at a 70% Discount of the lowest traded price during the last 30 Trading Days.		34,500		34,500
Convertible note payable dated June 09, 2017, due June 09, 2018, bearing interest at 12%, convertible at a 70% Discount of the lowest traded price during the last 30 Trading Days.		34,500		34,500
Convertible note payable dated August 21, 2017, due August 21, 2018, bearing interest at 12%, convertible at a 70% Discount of the lowest traded price during the last 30 Trading Days.		40,000		40,000
Convertible note payable dated December 21, 2017, due June 21, 2018, bearing interest at 12%, convertible at a 70% Discount of the lowest traded price during the last 30 Trading Days.		49,444		49,444
Convertible note payable dated January 16, 2018, due July 22, 2019, bearing interest at 12%, convertible at a 70% Discount of the lowest traded price during the last 30 Trading Days.		11,111		11,111
Convertible note payable dated March 01, 2019, due September 01, 2019, bearing interest at 12%, convertible at a 70% Discount of the lowest traded price during the last 30 Trading Days.		28,889		28,889
Convertible note payable dated March 01, 2019, due September 04, 2019, bearing interest at 12%, convertible at a 70% Discount of the lowest traded price during the last 30 Trading Days.		29,778		29,778
Convertible note payable dated March 11, 2019, due September 15, 2019, bearing interest at 12%, convertible at a 70% Discount of the lowest traded price during the last 30 Trading Days.		38,889		38,889
Convertible note payable dated January 05, 2021, due January 05, 2022, bearing interest at 12%, convertible at a 70% Discount of the lowest traded price during the last 30 Trading Days.		17,500		17,500
Total	$	270,318	$	270,318

F-20

Notes payable

On May 26, 2020, the Company obtained a federally guaranteed Payroll Protection Program loan in the amount of $18,333. The loan bears interest at 1% and is expected to be forgiven prior to maturity in 2022. The balance on the loan was $18,333 at December 31, 2021 and 2020.

On August 4, 2020, the Company obtained federally guaranteed Economic Injury Disaster Loan in the amount of $40,000. The loan bears interest at 3.75% interest and is due on August 4, 2030. Installment payments including principal and interest in the amount of $195 will begin on August 4, 2021. The balance on the loan was $40,000 at December 31, 2021 and 2020.

4. Stockholders' Equity

Preferred Stock

The Company has authorized a total of 100 shares of preferred stock series A, $0.00001 par value assigned. 1 share of preferred stock series A is issued and outstanding as of December 31, 2021 and 2020.

The Company has authorized a total of 1,000,000 shares of preferred stock series B, $0.00001 par value assigned. 878,256 shares of preferred stock series B is issued and outstanding as of December 31, 2021 and 2020.

Common Stock

The Company is authorized to issue up to 10,000,000,000 shares of common stock, par value $0.001 per share. As of March 31, 2022 and December 31, 2021, the Company had 9,229,230,856 shares of common stock issued and outstanding.

5. Commitments and Contingencies

Legal Contingencies

The Company has no known commitments and contingencies.

Impact of COVID-19 on the Company

The global outbreak of COVID-19 has led to severe disruptions in general economic activities, as businesses and governments have taken broad actions to mitigate this public health crisis. Although the Company has not experienced any significant disruption to its business to date, these conditions could significantly negatively impact the Company's business in the future.

The extent to which the COVID-19 outbreak ultimately impacts the Company's business, future revenues, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, its severity and longevity, the actions to curtail the virus and treat its impact (including an effective vaccine), and how quickly and to what extent normal economic and operating conditions can resume. Even after the COVID-19 outbreak has subsided, the Company may be at risk of experiencing a significant impact to its business as a result of the global economic impact, including any economic downturn or recession that has occurred or may occur in the future.

F-21

Currently, capital markets have been disrupted by the crisis, as a result of which the availability, amount and type of financing available to the Company in the near future is uncertain and cannot be assured and is largely dependent upon evolving market conditions and other factors.

The Company intends to continue to monitor the situation and may adjust its current business plans as more information and guidance become available.

6. Subsequent Events

The Company performed an evaluation of subsequent events through the date on which these consolidated financial statements were issued. There were no material subsequent events which affected, or could affect, the amounts or disclosures in the financial statements.

F-22

METATRON

Consolidated Balance Sheets

As of December 31, 2021 and 2020

(Unaudited)

	2021			2020
ASSETS
Current Assets
Cash and Cash Equivalents	$	186		$	745
Receivables		73,097			73,097
Total Current Assets		73,283			73,842
Fixed Assets
Property & Equipment, Net		–			1,474
Total Fixed Assets		–			1,474
Other Assets
Acquisition of RComm		14,935			14,935
Acquisition of IMobilize		149,750			149,750
Acquisition of Just Data		100,000			100,000
Acquisition of PB Magic		750,000			750,000
Content		154,470			154,470
Total Other Assets		1,169,155			1,169,155
TOTAL ASSETS	$	1,242,437		$	1,244,471
LIABILITIES & EQUITY
Liabilities
Current Liabilities:
Accrued Interest	$	144,752		$	138,342
Convertible Notes Payable		287,718			525,713
Total Other Current Liabilities		432,470			664,055
Total Current Liabilities		555,739			664,055
Long Term Liabilities:
EIDL Loan		40,000			40,000
PPP Loan		18,333			18,333
Total Long Term Liabilities		58,333			58,333
Total Liabilities		490,903			722,388
Equity
Preferred Stock, Series A, $0.00001 Par Value, 100 shares authorized, 1 share issued and outstanding as of December 31, 2021 and 2020		100			100
Preferred Stock, Series B $0.00001 Par Value: 1,000,000 Shares Authorized: 878,256 shares issued and outstanding as of December 31, 2021 and 2020		9			9
Common Stock $0.001 Par Value: 10,000,000,000 shares authorized, 9,229,230,856 and 6,698,870,462 shares issued and outstanding as of December 31, 2021 and 2020		6,638,609			2,443,537
Paid in capital		2,198,356			5,784,344
Accumulated deficit		(8,085,539	)		(7,705,907	)
Total shareholder’s equity		751,535			522,083
TOTAL LIABILITIES & EQUITY	$	1,242,438		$	1,244,471

F-23

Metatron, Inc.

Statements of Income For the Years Ending

December 31, 2021 and 2020 (Unaudited)

	Year Ended
	2021			2020
Revenues	$	3,800		$	–
Gross margin		3,800			–
Operating Expenses
General and Administrative Expense		35,335			84,608
Total Operating Expense		35,335			84,608
Operating income (loss)		(31,535	)		(84,608	)
Other (Income) Expense
Interest expense		(348,097	)		–
Total other expense		(348,097	)		–
Net loss	$	(379,632	)	$	(84,608	)
Net Loss Per Common Share	$	(0.00	)	$	(0.00	)
Weighted average number of shares outstanding		7,647,094,081			6,698,870,595

F-24

Metatron, Inc.

Statement of Stockholders Equity

For the Years Ended December 31, 2021 and 2020 (Unaudited)

	Series A Preferred Stock				Series B Preferred Stock				Series D Preferred Stock				Common Stock				Additional Paid in		Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Total
Balance, December 31, 2019		1	$	100		878,256	$	9		–	$	–		6,698,870,462	$	2,443,537	$	5,784,344	$	(7,621,299	)	$	606,691
Net income		–		–		–		–		–		–		–		–		–		(84,608	)		(84,608	)
Balance, December 31, 2020		1	$	100		878,256	$	9		–	$	–		6,698,870,462	$	2,443,537	$	5,784,344	$	(7,705,907	)	$	522,083
Conversion of note payable		–		–		–		–		–		–		2,530,360,394		4,195,072		-3585988		–			609,084
Preferred stock dividend		–		–		–		–		–		–		–		–				–			–
Net income		–		–		–		–		–		–		–		–		–		(379,632	)		(379,632	)
Balance, December 31, 2021		1	$	100		878,256	$	9		–	$	–		9,229,230,856	$	6,638,609	$	2,198,356	$	(8,085,539	)	$	751,535

F-25

Metatron, Inc.

Statements of Cash Flows

Years Ended December 31, 2021 and 2020

	2021			2020
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(379,632	)	$	(84,608	)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities
Depreciation and amortization		1,474			–
Changes in Operating Assets and Liabilities
Accounts receivable		–			24,367
Accounts payable and accrued liabilities		11,092			2,750
Net Cash Generated (Used) in Operating Activities		(367,066	)		(57,491	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net Cash Provided from Investing Activities		–			–
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from conv np		366,507			–
Proceeds from notes payable		–			58,233
Net Cash Provided from Financing Activities		366,507			58,233
NON-CASH TRANSACTIONS
Net Non-Cash Transactions		–			–
Net Increase (Decrease) in Cash		(559	)		742
Cash Beginning of Period		745			3
Cash - End of Period	$	186		$	745
SUPPLEMENTAL INFORMATION:
Cash paid for income taxes	$	–		$	–
Cash paid for interest	$	–		$	–
NON-CASH ACTIVITIES
Common stock issued upon conversion of convertible NP	$	609,093		$	–

F-26

Metatron, Inc.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended December 31, 2021 and 2020

1. Organization and Basis of Presentation

Organization and Combination

Metatron, Inc. (“Metatron” or the “Company”) was incorporated in the State of Delaware on November 17, 2000. Metatron maintains its principal executive offices in Dover, Delaware, United States.

Basis of Presentation

The Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of OTC Markets, Inc. (“OTC”).

Business Operations

The Company is a development stage company targeting acquisition opportunities with recurring revenue streams to maximize shareholder value.

Going Concern

The Company's financial statements have been presented on the basis that the Company is a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As reflected in the accompanying financial statements, the Company has no assets on hand, has had no operating revenues, and has had no operating cash flows. During the year ended December 31, 2021, the Company had a net loss of $358,769 and an accumulated deficit of $8,064,676 as of December 31, 2021.

As a result, management has concluded that there is substantial doubt about the Company's ability to continue as a going concern within one year of the date that the accompanying financial statements are issued. The ability of the Company to continue as a going concern is dependent upon the Company's ability to raise additional funds and implement its business plan, and to ultimately achieve sustainable operating revenues and profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

If cash resources are insufficient to satisfy the Company's ongoing cash requirements, the Company would be required to obtain funds, if available, although there can be no certainty, from its shareholders or officers.

2. Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates are expected to include those related to assumptions used in calculating accruals for potential liabilities, valuing equity instruments issued for services, and the realization of deferred tax assets.

F-27

Income Taxes

The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities.

The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Alternatively, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made.

The Company is subject to U.S. federal income taxes and franchise taxes of the State of Delaware. The Company's operations during the years ended December 31, 2021 and 2020 were nominal.

As the Company's net operating losses in the respective jurisdictions in which it operates have yet to be utilized, all previous tax years remain open to examination by the taxing authorities in which the Company currently operates. The Company had no unrecognized tax benefits as of December 31, 2021 and 2020 and does not anticipate any material amount of unrecognized tax benefits within the next 3 months.

The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are recognized only if it is "more-likely-than- not" to be sustained by the taxing authority as of the reporting date. If the tax position is not considered "more-likely-than-not" to be sustained, then no benefits of the position are recognized. As of December 31, 2021 and 2020, the Company had not recorded any liability for uncertain tax positions. In subsequent periods, any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense.

Stock-Based Compensation

The Company issues common stock and intends to issue stock options to officers, directors and consultants for services rendered. Options will vest and expire according to terms established at the issuance date of each grant. Stock grants,which are generally time vested, will be measured at the grant date fair value and charged to operations ratably over the vesting period.

The fair value of stock options granted as stock-based compensation will be determined utilizing the Black-Scholes option-pricing model, and can be affected by several variables, the most significant of which are the life of the equity award, the exercise price of the stock option as compared to the fair market value of the common stock on the grant date, and the estimated volatility of the common stock. Estimated volatility will be based on the historical volatility of the Company's common stock over an appropriate calculation period, or, if not available, by reference to the volatility of a representative sample of comparable public companies. The risk-free interest rate will be based on the U.S. Treasury yield curve in effect at the time of grant. The fair market value of the common stock will be determined by reference to the quoted market price of the Company's common stock on the grant date, or, if not available, by reference to an appropriate alternative valuation methodology.

The Company will recognize the fair value of stock-based compensation awards in general and administrative costs or in software development costs, as appropriate, in the Company's consolidated statements of operations. The Company will issue new shares of common stock to satisfy stock option exercises.

As of December 31, 2021, the Company did not have any outstanding stock options.

F-28

Earnings (Loss) Per Share

The Company's computation of earnings (loss) per share ("EPS") includes basic and diluted EPS. Basic EPS is measured as the income (loss) attributable to common stockholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible notes payable, convertible preferred stock, warrants and stock options) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

Loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the respective periods. Basic and diluted loss per common share is the same for all periods presented because there is no convertible debt, convertible preferred stock, warrants or stock options outstanding.

Fair Value of Financial Instruments

The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required.

Level 1. Observable inputs such as quoted prices in active markets for an identical asset or liability that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities and exchange-based derivatives.

Level 2. Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange-based derivatives, mutual funds, and fair-value hedges.

Level 3. Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently-traded non-exchange-based derivatives and commingled investment funds and are measured using present value pricing models.

The Company will determine the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company will perform an analysis of the assets and liabilities at each reporting period end.

The carrying value of financial instruments (consisting of cash and accounts payable and accrued expenses) is considered to be representative of their respective fair values due to the short-term nature of those instruments.

Property and Equipment

Property and equipment is recorded at cost. Major improvements are capitalized, while maintenance and repairs that do not improve or extend the useful life of the respective assets are charged to expense as incurred. Gains and losses from disposition of property and equipment are included in income and expense when realized. Depreciation of property and equipment is provided using the straight-line method over an estimated useful life of three years.

The Company recognizes depreciation of property and equipment in general and administrative costs in the Company's consolidated statement of operations.

F-29

Leases

Effective January 1, 2019, the Company adopted Accounting Standards Update 2016-02, Leases (Topic 842) ("ASU2016-02"), which requires a lessee to record a right-of-use asset and a corresponding lease liability at the inception of the lease initially measured at the present value of the lease payments. ASU 2016-02 requires recognition in the statement of operations of a single lease cost that is calculated as a total cost of the lease allocated over the lease term,generally on a straight-line basis. The Company did not have any leases within the scope of ASU 2016-02 at December 31, 2021.

Recent Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments("ASU 2016-13"). ASU 2016-13 significantly changes how entities measure credit losses for most financial assets, including accounts and notes receivables. ASU 2016-13 will replace the current "incurred loss" approach with an "expected loss" model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the provisions of ASU 2016-13 as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which ASU 2016-13 is effective. As small business filer, ASU 2016-13 will be effective for the Company for interim and annual reporting periods beginning after December 15, 2022. Management is currently in the process of assessing the impact of adopting ASU-2016-13 on the Company's financial statements and related disclosures.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, and the American Institute of Certified Public Accountants, did not or are not believed by management to have a material impact on the Company's present or future financial statements and related disclosures.

3. Notes payable

Convertible notes payable

Convertible notes payable consists of the following as of December 31, 2021 and 2020:

	2021		2020
Convertible note payable dated April 21, 2016, due October 20, 2016, bearing interest at 12%, convertible at a 70% Discount of the lowest traded price during the last 30 Trading Days.	$	2,707	$	3,866
Convertible note payable dated May 17, 2016, due October 16, 2016, bearing interest at 12%, convertible at a 70% Discount of the lowest traded price during the last 30 Trading Days.		–		34,050
Convertible note payable dated September 12, 2016, due March 12, 2017, bearing interest at 12%, convertible at a 70% Discount of the lowest traded price during the last 30 Trading Days.		–		23,090
Convertible note payable dated October 14, 2016, due October 14, 2017, bearing interest at 12%, convertible at a 70% Discount of the lowest traded price during the last 30 Trading Days.		5,500		8,381
Convertible note payable dated October 21, 2016, due October 21, 2017, bearing interest at 12%, convertible at a 70% Discount of the lowest traded price during the last 30 Trading Days.		–		59,415
Convertible note payable dated November 01, 2016, due November 01, 2017, bearing interest at 12%, convertible at a 70% Discount of the lowest traded price during the last 30 Trading Days.		–		20,000
Convertible note payable dated February 01, 2016, due August 01, 2017, bearing interest at 12%, convertible at a 70% Discount of the lowest traded price during the last 30 Trading Days.		34,500		35,795
Convertible note payable dated June 09, 2017, due June 09, 2018, bearing interest at 12%, convertible at a 70% Discount of the lowest traded price during the last 30 Trading Days.		34,500		48,795
Convertible note payable dated August 21, 2017, due August 21, 2018, bearing interest at 12%, convertible at a 70% Discount of the lowest traded price during the last 30 Trading Days.		40,000		54,301
Convertible note payable dated December 21, 2017, due June 21, 2018, bearing interest at 12%, convertible at a 70% Discount of the lowest traded price during the last 30 Trading Days.		49,444		77,838
Convertible note payable dated January 16, 2018, due July 22, 2019, bearing interest at 12%, convertible at a 70% Discount of the lowest traded price during the last 30 Trading Days.		11,111		13,023
Convertible note payable dated March 01, 2019, due September 01, 2019, bearing interest at 12%, convertible at a 70% Discount of the lowest traded price during the last 30 Trading Days.		28,889		32,356
Convertible note payable dated March 01, 2019, due September 04, 2019, bearing interest at 12%, convertible at a 70% Discount of the lowest traded price during the last 30 Trading Days.		29,778		33,351
Convertible note payable dated March 11, 2019, due September 15, 2019, bearing interest at 12%, convertible at a 70% Discount of the lowest traded price during the last 30 Trading Days.		38,889		41,452
Convertible note payable dated January 05, 2021, due January 05, 2022, bearing interest at 12%, convertible at a 70% Discount of the lowest traded price during the last 30 Trading Days.		17,500		–
Total	$	270,318	$	525,713

F-30

Notes payable

On May 26, 2020, the Company obtained a federally guaranteed Payroll Protection Program loan in the amount of $18,333. The loan bears interest at 1% and is expected to be forgiven prior to maturity in 2022. The balance on the loan was $18,333 at December 31, 2021 and 2020.

On August 4, 2020, the Company obtained federally guaranteed Economic Injury Disaster Loan in the amount of $40,000. The loan bears interest at 3.75% interest and is due on August 4, 2030. Installment payments including principal and interest in the amount of $195 will begin on August 4, 2021. The balance on the loan was $40,000 at December 31, 2021 and 2020.

4. Stockholders' Equity

Preferred Stock

The Company has authorized a total of 100 shares of preferred stock series A, $0.00001 par value assigned. 1 share of preferred stock series A is issued and outstanding as of December 31, 2021 and 2020.

The Company has authorized a total of 1,000,000 shares of preferred stock series B, $0.00001 par value assigned. 878,256 shares of preferred stock series B is issued and outstanding as of December 31, 2021 and 2020.

Common Stock

The Company is authorized to issue up to 10,000,000,000 shares of common stock, par value $0.001 per share. As of December 31, 2021 and 2020, the Company had 9,229,230,856 and 6,698,870,462 shares of common stock issued and outstanding, respectively.

5. Commitments and Contingencies

Legal Contingencies

The Company has no known commitments and contingencies.

Impact of COVID-19 on the Company

The global outbreak of COVID-19 has led to severe disruptions in general economic activities, as businesses and governments have taken broad actions to mitigate this public health crisis. Although the Company has not experienced any significant disruption to its business to date, these conditions could significantly negatively impact the Company's business in the future.

The extent to which the COVID-19 outbreak ultimately impacts the Company's business, future revenues, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to, the duration and spread of the outbreak, its severity and longevity, the actions to curtail the virus and treat its impact (including an effective vaccine), and how quickly and to what extent normal economic and operating conditions can resume. Even after the COVID-19 outbreak has subsided, the Company may be at risk of experiencing a significant impact to its business as a result of the global economic impact, including any economic downturn or recession that has occurred or may occur in the future.

F-31

Currently, capital markets have been disrupted by the crisis, as a result of which the availability, amount and type of financing available to the Company in the near future is uncertain and cannot be assured and is largely dependent upon evolving market conditions and other factors.

The Company intends to continue to monitor the situation and may adjust its current business plans as more information and guidance become available.

6. Subsequent Events

The Company performed an evaluation of subsequent events through the date on which these consolidated financial statements were issued. There were no material subsequent events which affected, or could affect, the amounts or disclosures in the financial statements.

F-32

PART III – EXHIBITS

Exhibit No.	Description
2.10	Certificate of Incorporation of US Polymers, Inc., dated November 20, 2000
2.12	Certificate of Amendment for Name Change to XRG, Inc., dated July 23, 2001
2.13	Certificate of Merger with XRG International, Inc., dated January 16, 2002
2.14	Certificate of Amendment, dated January 29, 2002
2.15	Certificate Change of Location, dated November 19, 2002
2.16	Certificate of Designation of Series A, dated July 1, 2003
2.17	Certificate of Amendment, dated July 23, 2003
2.18	Certificate of Amendment, dated April 15, 2004
2.19	Certificate of Amendment, dated October 5, 2004
2.20	Certificate of Amendment, dated December 28, 2004
2.21	Certificate of Amendment, dated February 14, 2006
2.22	Certificate for Renewal and Revival of Charter, dated February 27, 2007
2.23	Certificate of Amendment for Name Change to Metatron, Inc., dated April 24, 2009
2.24	Certificate of Amendment, dated February 22, 2010
2.25	Certificate of Amendment, dated September 10, 2010
2.26	Certificate for Renewal and Revival of Charter, dated April 14, 2014
2.27	Certificate of Amendment, dated November 25, 2014
2.28	Certificate of Amendment, dated March 20, 2015
2.29	Certificate of Amendment, dated April 21, 2015
2.30	Certificate of Amendment, dated January 4, 2016
2.31	Certificate of Amendment, dated March 8, 2016
2.32	Certificate of Amendment, dated July 5, 2016
2.33	Certificate of Amendment, dated July 15, 2016
2.34	Certificate of Designation of Series B, dated September 2, 2016
2.35	Certificate of Amendment, dated October 26, 2016
2.37	Amended Certificate of Designation of Series B, dated January 11, 2017
2.39	Certificate of Amendment, dated June 22, 2017
2.40	Certificate of Amendment, dated January 30, 2018
2.41	Certificate of Amendment, dated February 16, 2018
2.42	Certificate of Amendment, dated March 1, 2018
2.43	Certificate of Designation of Series B, dated March 1, 2018
2.44	Certificate of Amendment, dated March 14, 2018
2.48	Certificate of Amendment, dated December 6, 2021
2.49	Certificate of Amendment Name Change to Metatron Apps, Inc., dated November 22, 2021
2.50	Certificate of Amendment – Increase Authorized, dated May 10, 2023
3.0	By-Laws
3.1	Specimen Stock Certificate
4.1	Subscription Agreement
4.2	Stock Purchase Warrant
11.1	Consent of Donnell Suares (included in Exhibit 12.1)
12.1	Opinion of Donnell Suares

III-1

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this offering statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Dover, Delaware, on June 8, 2023.

METATRON APPS, INC.
By:	/s/ Ralph Riehl
	Ralph Riehl
	Chief Executive Officer & Director

This offering statement has been signed by the following persons, in the capacities, and on the dates indicated.

	TITLE
SIGNATURE	DATE
/s/ Ralph Riehl	Chief Executive Officer and Director (principal executive officer and principal financial and accounting officer)
Ralph Riehl	June 8, 2023
/s/ Denis Sluka	Chief Operating Officer and Director
Denis Sluka	June 8, 2023

S-1

EX1A-2A CHARTER

Exhibit 2.10

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 11/20/2000

001582733 - 3318552

CERTIFICATE OF INCORPORATION

OF

USA POLYMERS, INC.

The undersigned, a natural person, for the purpose of organizing a corporation for conducting the business and promoting the purposes hereinafter stated, under the provisions and subject to the requirements of the laws of the State of Delaware (particularly Chapter 1, Title 8 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “General Corporation Law of Delaware”) hereby certifies that:

FIRST: The name of the corporation is USA POLYMERS·, INC. (hereinafter “Corporation”).

SECOND: The address, Including street, number, city and county, of the registered office of the Corporation in the State of Delaware Is 2711 Centerville Road, Suite 400; City of Wilmington, County of New Castle, 19808; and the name of the registered agent of the Corporation in the State of Delaware at such address is Corporation Service Company.

THIRD: The purpose of the Corporation Is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: The Corporation shall be authorized to issue a total of 15,000,000 shares of two classes of capital stock to be designated respectively common stock (“Common Stock”) and preferred stock (“Preferred Stock”). The total number of shares of Common Stock the Corporation shall have authority to issue is 10,000,000 shares. par value $.00001 per share, and the total number of shares of Preferred Stock the Corporation shall have authority to issue is 5,000,000 shares, par value $.0001 per share. The Preferred Stack authorized by this· Certificate of Incorporation shall be Issued in series. The Board of Directors of the Corporation Is authorized to establish series of Preferred Stock and to fix, In the manner and to the full extent provided and permitted by law, the rights, preferences and limitations of each series of the Preferred Stock and the relative rights, preferences and limitations between or among such series. The Board of Directors of the Corporation is also authorized to establish the voting rights of Common Stock.

1

FIFTH: The name and the mailing address of the incorporator are as follows:

Name	Mailing Address
Kevin Brennan	901 Chestnut Street, Suite B
	Clearwater, FL 33756

The powers of said Incorporator are to terminate upon the filing of this Certificate of Incorporation. The names and mailing addresses of the persons who are to serve as the directors of the Corporation until the first annual meeting of stockholders or until their successor or successors is/are elected and qualify are as follows:

Name	Mailing Address
Gerald Couture	901 Chestnut Street, Suite B
	Clearwater, FL 33756
Kevin Brennan	901 Chestnut Street, Suite B
	Clearwater, FL 33756

SIXTH: The personal liability of the directors of the Corporation is hereby eliminated to the fullest extent permitted by the provisions of paragraph (7) of subsection (b) of Section 102 of the General Corporation Law of Delaware, as the same may be amended and supplemented.

SEVENTH: The Corporation shall, to the fullest extent permitted by the provisions of Section 145 of the General Corporation Law of Delaware, as the same may be amended and supplemented. indemnify any and all persons whom it shall have power to indemnify under said section from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said section, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement vote of stockholders or disinterested directors or otherwise, both as to action in such person's official capacity and as to action In another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

EIGHTH: From time to time any of the provisions of this Certificate of Incorporation may be amended, altered or repealed, and other provisions authorized by the laws of the State of Delaware at the time in force may be added or inserted In the manner and at the time prescribed by said laws, and all rights at any time conferred upon the stockholders of the Corporation by this Certificate of Incorporation are granted subject to the provisions of this Article EIGHTH.

Executed on the 17th day of November, 2000.

/s/ Kevin Brennan                  

Kevin Brennan

Incorporator

2

EX1A-2A CHARTER

Exhibit 2.12

CERTIFICATE OF AMENDMENT OF

CERTIFICATE OF INCORPORATION OF

USA POLYMERS, INC.

USA POLYMERS, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (hereinafter “Corporation”), DOES HEREBY CERTIFY:

That the Corporation has not received any payment for any of its stock and the following amendment to the Corporation’s Certificate of Incorporation has been duly adopted in accordance with the provisions of Section 241 of the Delaware General Corporation Law, written consent of the board of directors of the Corporation adopting such amendment having been obtained on July 23, 2001, in accordance with Section 141 of the Delaware General Corporation Law:

Article FIRST is amended to read in its entirety as follows:

The name of the corporation is XRG, INC., (hereinafter “Corporation”).

IN WITNESS WHEREOF, the undersigned does hereby certify under penalties of perjury that this Certificate of Amendment is the act and deed of the Corporation and the facts stated herein are true.

Dated: July 23, 2001

USA POLYMERS, INC.,

a Delaware corporation

By: /s/ Donald Huggins                   

Donald Huggins

Executive Vice President

ATTEST”

/s/ Gerald Couture                      

Gerald Couture

Secretary

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 07/26/2001

010364766 - 3318552

EX1A-2A CHARTER

Exhibit 2.13

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 01/16/2002

020031848 - 3318552

CERTIFICATE OF MERGER

OF

XRG INTERNATIONAL, INC.

(a New Jersey corporation)

WIth AND INTO

XRG, INC.

(a Delaware corporation)

(Under Section 252 of the General Corporation Law of the State of Delaware)

The undersigned corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware files this Certificate of Merger and does hereby certify:

FIRST : That the name and the state of incorporation of each of the constituent corporations of the merger are as follows:

Name	State of Incorporation
XRG International, Inc.	New Jersey
XRG, Inc.	Delaware

SECOND : That an Agreement and Plan of Merger dated as of October 29, 2001, between the constituent corporations has been approved, adopted , certified, executed and acknowledged by each of the constituent corporations in accordance with subsection (c) of Section : 252 of the Delaware General Corporation l aw. Pursuant to said Agreement and Plan of Merger, the surviving corporation of the merger shall be XRG, Inc;, the Delaware corporation (the "Surviving Corporation").

THIRD: That the name of the Surviving Corporation is XRG, Inc.

FOURTH: That the Certificate of Incorporation of the Surviving Corporation shall be the Certificate of Incorporation of the said XRG, Inc., the Delaware corporation.

FIFTH: That the executed Agreement and Plan of Merger is on file at an office of the Surviving Corporation. The address of said office is 100 Fifth Avenue, Suite 614, Pittsburgh, Pennsylvania 15222.

1

SIXTH: That a copy of the Agreement and Plan of Merger will be furnished by the Surviving Corporation, upon request and without cost, to any stockholder of any constituent.

SEVENTH: That the total authorized capital stock of XRG International, Inc., the New Jersey corporation. is 15,000,0001 shares of common stock.

EIGHTH: That this Certificate of Merger shall be effective as of the date of filing.

IN WITNESS WHEREOF, the undersigned corporation has caused this Certificate to be executed by its President and attested by its Secretary this day of December. 2001.

XRG, Inc.,

a Delaware corporation

By: /s/ Kevin P. Brennan                      

Kevin P. Brennan

President

ATTEST:

/s/ Donald G. Huggins, Jr.                  

Donald G. Huggins, Jr.

Secretary

2

EX1A-2A CHARTER

Exhibit 2.14

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 01/29/2002

020059161 - 3318552

CERTIFICATE OF AMENDMENT OF

THE CERTIFICATE OF INCORPORATION OF

XGR, INC.

XRG, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (hereinafter “Corporation”), DOES HEREBY CERTIFY:

That the following amendment to the Corporation’s Certificate of Incorporation has been duly adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law, written consent of the shareholders and the board of directors of the Corporation adopting such amendment having been obtained on December 28, 2001, in accordance with Section 228 and Section 141 of the Delaware General Corporation Law:

Article FOURTH is amended to read in its entirety as follows:

FOURTH: The Corporation shall be authorized to issue a total of 20,000,000 shares of two classes of capital stock to be designated respectively common stock (“Common Stock”) and preferred stock (“Preferred Stock”). The total number of shares of Common Stock the Corporation shall have authority to issue is 15,000,000 shares, par value $.001 per share, and the total number of shares of Preferred Stock to the Corporation shall have authority to issue is 5,000,000 shares, par value $.001 per share. The Preferred Stock authorized by this Certificate of Incorporation shall be issued in series. The Board of Directors of the Corporation is authorized to establish series of Preferred Stock and to fix, in the manner and to the full extent provided and permitted by law, the rights, preferences and limitations of each series of the Preferred Stock and the relative rights, preferences and limitations between or among such series. The Board of Directors of the Corporation is also authorized to establish the voting rights of Common Stock.

IN WITNESS WHEREOF, the undersigned does hereby certify under penalties of perjury that this Certificate of Amendment is the act and deed of the Corporation and the facts stated herein are true.

Dated: December 28, 2001

XRG, INC.,

a Delaware corporation

By: /s/ Kevin P. Brennan           

Kevin P. Brennan

President

ATTEST:

/s/ Donald G. Huggins, Jr.               

Donald G. Huggins, Jr.

Secretary

EX1A-2A CHARTER

Exhibit 2.15

CERTIFICATE OF CHANGE OF LOCATION OF REGISTERED OFFICE

AND OF REGISTERED AGENT

XRG, INC.

It is hereby certified that:

1. The name of the corporation (hereinafter called the “Corporation”) is XRG, Inc.

2. The registered office of the Corporation within the State of Delaware is hereby changed to 9 East Loockerman Street, City of Dover 19901, County of Kent.

3. The registered agent of the Corporation within the State of Delaware is hereby changed to National Registered Agents, Inc., the business office of which is identical with the registered office of the corporation as hereby changed.

4. The Corporation has authorized the changes hereinbefore set forth by resolution of its Board of Directors.

Signed on November 19, 2002.

By: /s/ Kevin Brennan                   

Kevin Brennan

Title: President

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

FILED 09:00 AM 11/27/2002

020735479 - 3318552

EX1A-2A CHARTER

Exhibit 2.16

CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS

OF SERIES A PREFERRED STOCK

OF

XRG, INC.

XRG, INC., a corporation organized and existing under the laws of the State of Delaware (hereinafter “Corporation”), in accordance with the provisions of §151(g) of the Delaware General Corporation Law, does hereby certify:

FIRST: The Certificate of Incorporation of the Corporation, as amended, expressly grants to the Board of Directors of the Corporation authority to establish series of Preferred Stock and to fix, in the manner and to the full extent provided and permitted by law, the rights, preferences and limitation of each series of the Preferred Stock and the relative rights, preferences and limitations between or among such series.

SECOND: Pursuant to such authority conferred upon the Board of Directors by the Certificate of Incorporation of the Corporation, the Board of Directors, acting by written consent pursuant to §141 of the Delaware General Corporation Law, duly approved and adopted resolutions establishing and designating Series A Preferred Stock and authorizing the rights of the Corporation’s Series A Preferred Stock as follows:

BE IT RESOLVED that there is hereby established Series A of the Corporation’s Preferred Stock.

FURTHER RESOLVED, that the designation, number of shares and the voting power of the Corporation’s Preferred Stock, Series A, are as follows:

1. Designation. The designation of the series of preferred stock created by this resolution shall be Series A Preferred Stock, $.001 par value (Hereinafter “Series A Preferred Stock”), and the number of shares constituting such series shall be 5,000,000.

2. Voting Rights. The holders of Series A Preferred Stock shall be entitled to ten (10) votes for each share held on all matters on which the holders of the Corporation’s Common Stock are entitled to vote and shall vote together with the holders of Common Stock and not as a separate class or series.

3. Other Rights. Series A Preferred Stock shall have no dividend, conversion, or redemption rights and no liquidation preferences.

STATE OF DELAWARE

SECRETARY OF STATE

DIVISION OF CORPORATIONS

Delivered 02:35 PM 07/01/2003

FILED 02:35 PM 07/01/2003

SRV 030434476 - 3318552 FILE

1

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Designation, Preferences and Rights of Series A Preferred Stock to be signed by its President and attested by its Secretary whereby said President affirms, under the penalties of perjury, that this Certificate is the act and deed of the Corporation and that the facts stated herein are true, this 25th day of June, 2003

XRG, INC.

By: /s/ Kevin Brennan                   

Kevin Brennan, President

Attest:

/s/ Donald G. Huggins, Jr.                             

Donald G. Huggins, Jr., Secretary

2

EX1A-2A CHARTER

Exhibit 2.17

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:00 PM 07/23/2003

FILED 05:00 PM 07/23/2003

SRV 030482909 - 3318552 FILE

CERTIFICATE OF AMENDMENT

TO THE CERTIFICAT OF INCORPORATION OF

XRG, INC.

XRG, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), does hereby certify:

FIRST: That the Board of Directors of the Corporation has adopted resolutions by unanimous written consent thereof setting forth a proposed amendment to the Corporation's Certificate of Incorporation to increase the authorized number of shares of Common Stock and Preferred Stock of the Corporation, as set forth below, by deleting Article FOURTH thereof, and substituting a new Article FOURTH in lieu thereof, declaring said amendment to be advisable and directing that the amendment be submitted to the stockholders of the Corporation for their approval as permitted by Section 242 of the General Corporation Law of the State of Delaware.

Article FOURTH of the Certificate of Incorporation of the Corporation is deleted and the following new Article FOURTH is substituted in lieu thereof:

ARTICLE FOURTH

This Corporation shall be authorized to issue two classes of capital stock to be designated respectively Preferred Stock ("Preferred Stock") and Common Stock ("Common Stock"). The total number of shares of Preferred Stock the Corporation shall have authority to issue is 50,000,000, par value $.001 per share, and the total number of shares of Common Stock the Corporation shall have authority to issue is !00,000,000, $.001 par value per share. The Preferred Stock authorized by this Certificate of Incorporation shall be issued in series. The Board of Directors is authorized to establish series of Preferred Stock and to fix, in the manner and to the full extent provided and permitted by law. the rights, preferences and limitations of each series of the Preferred Stock and the relative rights, preferences and limitations between or among such series including:

(1) the designation of each series and the number of shares that shall constitute the series;

(2) the rate of dividends, if any, payable on the shares of each series, the time and manner of payment and whether or not such dividends shall be cumulative;

(3) whether shares of each series may be redeemed and, if so, the redemption price and the terms and conditions of redemption;

(4) sinking fund provisions, if any, for the redemption or purchase of shares of each series which is redeemable;

(5) the amount, if any, payable upon shares of each series in the event of the voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the manner and preference of such payment; and

(6) voting rights, if any, on the shares of each series and any conditions upon the exercisability of such rights.

1

The holders of Common Stock shall be entitled to one vote for each share held at all meetings of the stockholders of the Corporation.

SECOND: That a majority of the outstanding stock of the Corporation entitled to vote thereon was voted in favor of the foregoing Amendment on July 7, 2003, at a special meeting of stockholders held pursuant to the provisions of Sections 211 and 222 of the General Corporation Law of Delaware.

THIRD: That the foregoing Amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of Delaware.

IN WITNESS WHEREOF, the undersigned does hereby certify and acknowledge under penalties of perjury that this Certificate of Amendment is the act and deed of the Corporation, and the facts stated herein are true.

Dated: July 7, 2003

XRG, INC.

By: /s/ Kevin P. Brennan               

Kevin P. Brennan

President

Attest: /s/ Stephen R. Couture     

Stephen R. Couture

Secretary

2

EX1A-2A CHARTER

Exhibit 2.18

STATE OF DELAWARE

SECRETARY OF STATE

Division of Corporations

Delivered 04:35 PM 04/15/2004

FILED 04:22 PM 04/15/2004

SRV 040277873 - 3318552 FILE

CERTIFICATE OF AMENDMENT

TO THE CERTIFICATE OF INCORPORATION OF

XRG, INC.

XRG. INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"). does hereby certify:

FIRST: That the Board of Directors of the Corporation has adopted resolutions by unanimous written consent thereof setting forth a proposed amendment to the Corporation's Certificate of Incorporation to increase the authorized number of shares of Common Stock of the Corporation, as set forth below, by deleting Article FOURTH thereof, and substituting a new Article FOURTH in lieu thereof, declaring said amendment to be advisable and directing that the amendment be submitted to the stockholders of the Corporation for their approval as permitted by Section 242 of the General Corporation Law of the State of Delaware.

Article FOURTH of the Certificate of Incorporation of the Corporation is deleted and the following new Article FOURTH is substituted in lieu thereof:

ARTICLE FOURTH

This Corporation shall be authorized to issue two classes of capital stock to be designated respectively Preferred Stock (''Preferred Stock") and Common Stock (“Common Stock”). The total number of shares of Preferred Stock the Corporation shall have authority to issue is 50,000,000, par value $.001 per share, and the total number of shares of Common Stock the Corporation shall have authority to issue is 300,000,000, $.001 par value per share. The Preferred Stock authorized by this Certificate of Incorporation shall be issued in series. The Board of Directors is authorized to establish series of Preferred Stock and to fix, in the manner and to the full extent provided and permitted by law, the rights, preferences and limitations of each series of the Preferred Stock and the relative rights, preferences and limitations between or among such series including:

(1) the designation of each series and the number of shares that shall constitute the series;

(2) the rate of dividends, if any, payable on the shares of each series, the time and manner of payment and whether or not such dividends shall be cumulative;

(3) whether shares of each series may be redeemed and, if so, the redemption price and the terms and conditions of redemption;

(4) sinking fund provisions, if any, for the redemption or purchase of shares of each series which is redeemable;

(5) the amount, if any, payable upon shares of each series in the event of the voluntary or involuntary liquidation, dissolution or winding up of the corporation, and the manner and preference of such payment; and

(6) voting rights, if any, on the shares of each series and any conditions upon the exercisability of such rights.

1

The holders of Common Stock shall be entitled to one vote for each share held at all meetings of the stockholders of the Corporation.

SECOND: That a majority of the outstanding stock of the Corporation entitled to vote thereon was voted in favor of the foregoing Amendment on April 9, 2004. at a special meeting of stockholders held pursuant to the provisions of Sections 211 and 222 of the General Corporation Law of the State of Delaware.

THIRD: That the foregoing Amendment has been duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the undersigned does hereby certify and acknowledge under penalties of perjury that this Certificate of Amendment is the act and deed of the Corporation, and the facts stated herein are true.

Dated: April 9, 2004

XRG, INC.

By: /s/ Kevin P. Brennan                    

Kevin P. Brennan

President

Attest: /s/ Stephen R. Couture                      

Stephen R. Couture

Secretary

2

EX1A-2A CHARTER

Exhibit 2.19

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:36 PM 10/05/2004

FILED 03:26 PM 10/05/2004

SRV 040719871 - 3318552 FILE

CERTIFICATE OF AMENDMENT

TO THE CERTIFICATE OF INCORPORATION OF

XRG,INC.

XRG, INC.. a corporation organized and existing under and by virtue of the General Corporation Law of State of Delaware (the “Corporation:), does hereby certify:

FIRST: That the Board of Directors of the Corporation has adopted resolutions by unanimous· written consent thereof setting forth a proposed amendment to the Corporation's Certificate of Incorporation to increase the authorized number of shares of Common Stock of the Corporation, as set forth below, by deleting Article FOURTH thereof, substituting a new Article FOURTH in lieu thereof, declaring said amendment to be advisable and directing that the amendment be submitted to the stockholders of the Corporation for their approval as permitted by Section 242 of the General Corporation Law of the State of Delaware.

Article FOURTH of the Certificate of Incorporation of the Corporation is deleted and the following new Article FOURTH is substituted in lieu thereof:

ARTICLE FOURTH

This Corporation shall be authorized to issue one class of capital stock designated as Common Stock. The total number of shares of Common Stock the Corporation shall have authority to issue is 500,000,000 shares, par value $.001 per share. Each share of Common Stock is entitled to one (1) vote per share. .

SECOND: That the foregoing Amendment has been duly adopted by the stockholders of the Corporation in accordance with the provisions of Section 228, and otherwise duly adopted in accordance with the provisions of Section 242, of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the undersigned does hereby certify and acknowledge under penalty of perjury that this Certificate of Amendment is the act and deed of the Corporation. and the facts stated herein are true.

Dated: September 30 , 2004

XRG, INC.

By: /s/ Kevin P. Brennan                    

Kevin P. Brennan

President

Attest: /s/ Stephen R. Couture                      

Stephen R. Couture

Secretary

EX1A-2A CHARTER

Exhibit 2.20

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:39 PM 12/28/2004

FILED 05:39 PM 12/28/2004

SRV 040946489 - 3318552 FILE

CERTIFICATE OF AMENDMENT TO

CERTIFICATE OF INCORPORATION

OF

XRG, INC.

XRG, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "Corporation"), does hereby certify:

FIRST: The name under which the Corporation was originally incorporated was USA Polymers, Inc.

SECOND: The date on which the Certificate of Incorporation of the Corporation was originally filed with the Secretary of State of the State of Delaware is November 20, 2000.

THIRD: The Board of Directors of the Corporation, acting in accordance with the provisions of Section 141 and 142 of the General Corporation law of the State of Delaware adopted resolutions to amend of ARTICLE IV of the Certificate of Amendment of the Certificate of Incorporation of the Corporation to read in its entirety as follows:

This corporation shall be authorized to issue one class of capital stock to be designated Common Stock ("Common Stock"). The total number of shares of Common Stock the corporation shall have authority to issue is 25,000,000, $.001 par value per share.

Effective as of 9:00 a.m., Eastern Time, on January 3, 2005 each of the twenty (20) shares of the corporation's Common Stock, par value $0.001 per share, issued and outstanding shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock, par value $0.001 per share, of this corporation. No fractional shares shall be issued and, in lieu thereof, the number of whole shares issued to any holder of less than one share of Common Stock shall be rounded down to the nearest whole number.

FOURTH: This Certificate of Amendment to Amended and Restated Certificate of Incorporation was submitted to the stockholders of the Corporation and was duly approved by the required vote of the stockholders of the Corporation in accordance with Sections 222 and 242 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, XRG, Inc. has caused this Certificate of Amendment to be signed by its Chief Executive Officer as of December 27, 2004.

By: /s/ Kevin P. Brennan                  

Kevin P. Brennan

President and Chief Executive Officer

EX1A-2A CHARTER

Exhibit 2.21

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:15 PM 02/14/2006

FILED 05:04 PM 02/14/2006

SRV 060139684 - 3318552 FILE

CERTIFICATE OF AMENDMENT

OF

CERTIFICATE OF INCORPORATION

XRG, INC., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware,

DOES HEREBY CERTIFY:

FIRST: That the Board of Directors of said corporation, by the written consent of its members, filed with the minutes of the Board, adopted a resolution proposing and declaring advisable the following amendment to the Certificate of Incorporation of said corporation:

RESOLVED, that the Certificate of Incorporation of XRG, Inc., be amended by changing the Fourth Article thereof so that, as amended, said Article shall be read as follows:

FOURTH: The total number of shares of common stock the Corporation shall have authority to issue is 50,000,000 shares, par value $.001 per share, and the total number of shares of Preferred Stock, the Corporation shall have authority to issue is 5,000,000 shares, par value $.001 per share. The Preferred Stock authorized by this Certificate of Incorporations shall be issued in series. The Board of Directors of the Corporation is authorized to establish series of Preferred Stock and to fix, in the manner and to the full extent provided and permitted by law, the rights, preferences and limitations of each series of the Preferred Stock and the relative rights, preferences and limitations between or among such series.

SECOND: That in lieu of a meeting and vote of stockholders, the stockholders have given written consent to said amendment in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware and written notice of the adoption of the amendment has been given as provided in Section 228 of the General Corporation Law of the State of Delaware to every stockholder entitled to such notice.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

FOURTH: That this Certificate of Amendment of the Certificate of Incorporation shall be effective on February 14, 2006.

IN WITNESS WHEREOF, said XRG, Inc., has caused this certificate to be signed by Richard Francis, its Chief Executive Officer, this 11th day of January, 2006.

By: /s/ Richard Francis                 

Name: Richard Francis

Title: President, Chief Executive Officer, Chief Financial

Officer and Director

EX1A-2A CHARTER

Exhibit 2.22

State of Delaware

Secretary of State

Division of Corporations

Delivered 12:00 PM 02/27/2007

FILED 12:00 PM 02/27/2007

SRV 070242959 - 3318552 FILE

STATE OF DELAWARE

CERTIFICATE FOR RENEWAL

AND REVIVAL OF CHARTER

The corporation organized under the laws of Delaware, the charter of which was voided for non-payment of taxes, now desires to procure a restoration, renewal and revival of its charter, and hereby certifies as follows:

1. The name of this corporation is XRG, Inc.

2. Its registered office in the State of Delaware is located at 160 Greentree Drive #101 (street), City of Dover, Zip Code 19904, County of Kent the name of its registered agent is National Registered Agents, Inc.

3. The date of filing of the original Certificate of Incorporation in Delaware was November 20, 2000.

4. The date when restoration, renewal and revival of the charter of this company is to commence is the 28th day of February, and revival of the charter of this corporation is to be perpetual.

5. This corporation was duly organized and carried on the business authorized by its charter until the 1st day of March A.D. 2006, at which time its charter became inoperative and void for non-payment of taxes and this certificate for renewal and revival is filed by authority of the duly elected directors of the corporation in accordance with the laws of the State of Delaware.

IN TESTIMONY WHEREOF, and in compliance with the provisions of Section 312 of the General Corporation Law of the State of Delaware, as amended, provided for the renewal, extension and restoration of charters the last and acting authorized officer hereunto set his/her hand to this certificate this 26th day of February A.D. 2007.

By: /s/ Jay E. Ostrow                 

Authorized Officer

Name: Jay E. Ostrow

Print or Type

Title: Chief Financial Officer

EX1A-2A CHARTER

Exhibit 2.23

State of Delaware

Secretary of State

Division of Corporations

Delivered 07:09 PM 04/24/2009

FILED 06:56 PM 04/24/2009

SRV 090397954 - 3318552 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION OF

XRG,INC.

It is hereby certified that:

l. The name of the corporation is XRG, INC. (the "Corporation").

2.The certificate of incorporation of the Corporation is hereby amended by striking out ARTICLE 1 thereof and by substituting in lieu of said Article the following new Article:

ARTICLE 1: The name of the corporation is Metatron, Inc.

3.The certificate of incorporation of the Corporation is hereby amended by striking out ARTICLE 4 thereof and by substituting in lieu of said Article the following new Article:

ARTICLE 4: The total number of shares of common stock the Corporation shall have authority to issue is 100,000,000 shares, par value $.001 per share, and the total number of shares of Preferred Stock the Corporation shall have authority to issue is 5,000,000 shares, par value $.00 l per share. The Preferred Stock authorized by this Certificate of Incorporation shall be issued in series. The Board of Directors of the Corporation is authorized to establish series of Preferred Stock and to fix, in the manner and to the full extent provided and permitted by law, the rights, preferences and limitations of each series of the Preferred Stock and the relative rights, preferences and limitations between or among such series.

3. The amendments of the certificate of incorporation herein certified have been duly adopted and written consent have been given in accordance with the provisions of Section 228 and 242 of the General Corporation Law of the State of Delaware.

Signed on April 20, 2009

By: /s/ Steve Crane                    

Name: Steve Crane

Title: President

EX1A-2A CHARTER

Exhibit 2.24

State of Delaware

Secretary of State

Division of Corporations

Delivered 06:12 PM 02/22/2010

FILED 05:47 PM 02/22/2010

SRV 100181597 - 3318552 FILE

STATE OF DELAWARE

CERTIFICATE FOR AMENDMENT

OF CERTIFICATE OF INCORPORATION

OF

METATRON, INC.

It is hereby certified that:

1. The name of the corporation is METATRON, INC. (the "Corporation").

2.The certificate of incorporation of the Corporation is hereby amended by striking out ARTICLE 4 thereof and by substituting in lieu of said Article the following new Article:

ARTICLE 4: The total number of shares of common stock the Corporation shall have authority to issue is 300,000,000 shares, par value $0.001 per share, and the total number of shares of Preferred Stock the Corporation shall have authority to issue is 5,000,000 shares, par value $0.001 per share:. The Preferred Stock authorized by this Certificate of Incorporation shall be issued in series. The Board of Directors of the Corporation is authorized to establish series of Preferred Stock and to fix, in the manner and to the full extent provided and permitted by law, the rights, preferences and limitations of each series of the Preferred Stock and the relative rights, preferences and limitations between or among such series.

3.The amendments of the certificate of incorporation herein certified have been duly adopted and written consent have been given in accordance with the provisions of Section 228 and 242 of the General Corporation Law of the State of Delaware.

Signed on February 22, 2010

By: /s/ Ralph J. Riehl                 

Name: Ralph Joseph Riehl

Title: President & CEO

EX1A-2A CHARTER

Exhibit 2.25

State of Delaware

Secretary of State

Division of Corporations

Delivered 4:52 PM 09/10/2010

FILED 4:38 PM 09/10/2010

SRV 100899661 - 3318552 FILE

STATE OF DELAWARE CERTIFICATE OF

AMENDMENT OF CERTIFICATE OF

INCORPORATION

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST: That at a meeting of the Board of Directors of Metatron, Inc.

resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended IV by changing the Article thereof numbered “IV” so that, as amended, said Article shall be and read as follows: See attached

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed this 10th day of September, 2010.

/s/ Joe Riehl                        

Authorized Officer Title: Chief Executive Officer

Name: Ralph Joseph Riehl

Print or Type

1

Article IV:

The total number of shares of common stock the Corporation shall have authority to issue is 600,000,000 shares, par value $0.001 per share, and the total number of shares of Preferred Stock the Corporation shall have authority to issue is 5,000,000 shares, par value $0.001 per share. The Preferred Stock authorized by this Certificate of Incorporation shall be issued in series. The Board of Directors of the Corporation is authorized to establish series of Preferred Stock and to fix, in the manner and to the full extent provided and permitted by law, the rights, preferences and limitations of each series of the Preferred Stock and the relative rights, preferences and limitations between or among such series.

EX1A-2A CHARTER

Exhibit 2.26

State of Delaware

Secretary of State

Division of Corporations

Delivered 4:41 PM 04/14/2014

FILED 4:41 PM 04/14/2014

SRV 1140468855 - 3318552 FILE

STATE OF DELAWARE

CERTIFICATE OF RENEWAL

AND REVIVAL OF CHARTER

The corporation organized under the laws of the State of Delaware, the charter of which was voided for non-payment of taxes and/or for failure to file a complete annual report, now desires to procure a restoration, renewal and revival of its charter pursuant to Section 312 of the General Corporation Law of the State of Delaware, and hereby certifies as follows:

1.	The name of the corporation is METATRON, INC.
2.	Tue Registered Office of the corporation in the State of Delaware is located at 160 Greentree Dr. Ste 101 (street), in the City of Dover, County of Kent Zip Code 19904. The name of the Registered Agent at such address upon whom process against this Corporation may be served is National Registered Agents Inc
3.	Tue date of filing of the Corporation's original Certificate of Incorporation in Delaware was 3. 11/20/2000
4.	The renewal and revival of the charter of this corporation is to be perpetual.
5.	The corporation was duly organized and carried on the business authorized by its charter until the 1st day of March, 2011 A.D., at which time its charter became inoperative and void for non-payment of taxes and/or failure to file a complete annual report and the certificate for renewal and revival is filed by authority of the duly elected directors of the corporation in accordance with the laws of the State of Delaware.

By: Ralph Riehl CEO

Authorized Officer

Name: Ralph Riehl

Print or Type

EX1A-2A CHARTER

Exhibit 2.27

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:13 PM 11/25/2014

FILED 04:13 PM 11/25/2014

SRV 14146905 - 3318552 FILE

CERTIFICATE of AMENDMENT

of CERTIFICATE of INCORPORATION

of METATRON, INC.

Pursuant to§ 242 of the General Corporation Law of the State of Delaware

The undersigned, pursuant to the provisions of the General Corporation Law of the State of Delaware, do hereby certify and set forth as follows:

FIRST: That at a meeting of the Board of Directors of Metatron, Inc. (the "Company"), the following resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable:

RESOLVED, that the Board of Directors hereby declares it advisable and in the best interests of the Company that Article(s) FIRST and FOURTH of the Certificate of Incorporation be amended to read in its entirety as follows:

“FIRST:                  The name of the company is: “i-Mobilize, Inc.”

“FOURTH:             The total number of shares of common stock the Corporation shall have authority to issue is 600,000,000 shares, par value $0.001 per share, and the total number of shares of Preferred Stock the Corporation shall have authority to issue is 5,000,000 shares, par value $0.001 per share. The Preferred Stock authorized by this Certificate of Incorporation shall be issued in series. The Board of Directors of the Corporation is authorized to establish series of Preferred Stock and to fix, in the manner and to the full extent provided and permitted by law, the rights, preferences and limitations of each series of the Preferred Stock and the relative rights, preferences and limitations between or among such series. Of the 5,000,000 shares of preferred stock,1 share is designated as Series A Preferred Shares, the remaining 4,999,999 shares of preferred stock are undesignated and reserved for future use. A Resolution was executed on November 21, 2014 for a 250:1 reverse stock split of issued and outstanding shares of common stock to be effective upon regulatory approval.

The rights, preferences, restrictions, and other matters relating to the Series A Preferred Stock are as follows:

1. DESIGNATION, AMOUNT AND STATED VALUE. The shares of Preferred Stock of XRGI, Inc. (the "Corporation") to be issued in series pursuant hereto shall be designated "Series A Convertible Preferred Stock" (the "Series A Preferred Stock"). The number of shares constituting such Series A Preferred Stock shall be one (1). The stated value (the "Stated Value") of each share of Series A Preferred Stock is One Hundred Dollars ($100) per share.

1

2.

DIVIDENDS. The holders of Series A Preferred Stock shall be entitled to participate with the holders of the Corporation's Common Stock, out of any funds legally available therefor, its pro rata portion of such dividends, distributions or other transfers of property or issuances of securities made to the holders of Common Stock in respect of such ownership, in such amount as if the Series A Preferred Stock had already been converted into one (I) share of Common Stock prior to the declaration of such dividend, distribution or transfer of property to the holders of Common Stock.

3.

LIQUIDATION, DISSOLUTION OR WINDING UP.

a.

In the event of a liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary (a "Liquidation"), the holders of the Series A Preferred Stock then outstanding shall be entitled to receive out of the assets of the Corporation available for distribution to the Corporation's stockholders, whether such assets are stated capital or surplus of any nature, an amount on such date equal to the Stated Value multiplied by the shares of Series A Preferred Stock owned of record by such holder as of such date, less the amount of any distributions previously made to the holder in respect of such shares of Series A Preferred Stock.

b.

Any assets to be delivered to the holders of the Series A Preferred Stock pursuant to this provision as a consequence of Liquidation shall be valued at their fair market value as determined in good faith by the Board of Directors of the Corporation, whose determination shall be conclusive and binding absent manifest error.

4. VOTING RIGHTS. Each share of Series A Preferred Stock shall be entitled to vote on any and all matters properly presented to the stockholders of the Corporation, and the number of votes which such share of Series A Preferred Stock is entitled to cast shall be calculated as the total number of shares of Common Stock then entitled to vote on such matter plus ten percent (10%) of such number (the "Voting Right"). In the event there shall ever be more than one (1) share of Series A Preferred Stock authorized, issued and outstanding, then the Voting Right shall be the maximum number of votes which all holders of Series A Preferred Stock shall be entitled to cast, and each holder of Series A Preferred Stock shall be entitled to cast such percentage of the Voting Right as the number of shares of Series A Preferred Stock owned by such holder bears to the total number of shares of Series A Preferred Stock issued and outstanding as of the record date for any such vote. Shares of Common Stock and Series A Preferred Stock shall vote as a single class on all matters presented to the stockholders for action, and not as a separate class, except as and to the extent required by applicable law.

5. CONVERSION.

a. Upon the terms set forth in this Section 5, a holder of Series A Preferred Stock shall have the right, at such holder's sole option at any time, to convert each share of Series A Preferred Stock owned by him into one (1) share of Common Stock. The holder of any shares of Series A Preferred Stock may exercise the conversion right pursuant to this Section 5(a) by delivering to the Corporation the certificate for the share(s) to be converted, duly endorsed or assigned in blank or to the Corporation (if required by it), accompanied by written notice stating that the holder elects to convert such shares and stating the name or names (with address) in which the certificate or certificates for the shares of Common Stock are to be issued. Conversion shall be deemed to have been effected on the date when such delivery is made to the Corporation (the "Conversion Date").

2

b. As promptly as practicable after the conversion of any shares of Series A Preferred Stock into Common Stock hereunder, and the delivery to the Corporation of the certificate for such shares, duly endorsed or assigned designated by such holder, a certificate or certificates for the number of full shares of Common Stock to which such holder is entitled. The person in whose name the certificate or certificates for Common Stock are to be issued shall be deemed to have become a stockholder of record on the Conversion Date unless the transfer books of the Corporation are closed on that date, in which event such person shall be deemed to have become a stockholder of record of the next succeeding date on which the transfer books are open, and the rights of the holder of the shares of Series A Preferred Stock so converted shall cease on and as of the Conversion Date. Upon conversion of only a portion of the number of shares covered by a certificate representing shares of Series A Preferred Stock surrendered for conversion, the Corporation shall issue and deliver to or upon the written order of the holder of the certificate so surrendered for conversion, at the expense of the Corporation, a new certificate covering the number of shares of Series A Preferred Stock representing the unconverted portion of the certificate so surrendered.

SECOND: That the said amendment has been consented to and authorized by the holders of a majority of the issued and outstanding stock entitled to vote by written consent in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed by Joe Riehl, this 24th day of November 2014

/s/ Joe Riehl                 

Joe Riehl

President

3

EX1A-2A CHARTER

Exhibit 2.28

State of Delaware
Secretary of State
Division of Corporations
Delivered 11:00 AM 03/20/2015	CERTIFICATE OF
FILED 11: 00 AM 03/20/2015
SRV 150389215 - 3318552 FILE	AMENDMENT
	of CERTIFICATE of INCORPORATION
	of i-Mobilize, Inc.

Pursuant to § 242 of the General Corporation Law of the State of Delaware

The undersigned pursuant. to the provisions of the General Corporation Law of the State of Delaware, do hereby certify and set forth as follows:

FIRST: That at a meeting of the Board of Directors of i-Mobilize, Inc. (the "Company"), the following resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable:

RESOLVED, that the Board of Directors hereby declares it advisable and in the best interests of the Company that Article(s) FIRST and FOURTH of the Certificate of Incorporation be amended to read in its entirety as follows:

“FIRST:   The name of the company is “Metatron, Inc.”

“FOURTH: The Total number of shares of common stock the Corporation shall have the authority to issue is 975,000,000 shares, par value $0.00001 per share. and the total number of shares of Preferred Stock the Corporation shall have authority to issue is 5,000,000 shares, par value $0.00001 per share. The Preferred Stock authorized by this Certificate of Incorporation shall be issued in series. The Board of Directors of the Corporation is authorized to establish series of Preferred Stock and to fix, in the manner and to the full extent provided and permitted by law, the rights, preferences and limitations of each series of the Preferred Stock and the relative rights, preferences and limitations between or among such series. Of the 5,000,000 shares of preferred stock, l share is designated as Series A Preferred Shares, the remaining 4,999,999 shares of preferred stock are undesignated and reserved for future use.

The rights, preferences, restrictions, and other matters relating to the Series A Preferred Stock are as follows:

1. DESIGNATION, AMOUNT AND STATED VALUE. The shares of Preferred Stock of Metatron, Inc. (the 'Corporation") to be issued in series pursuant hereto shall be designated “Series A Convertible Preferred Stock” (the “Series A Preferred Stock”). The number of shares constituting such Series A Preferred Stock shall be one (1). The stated value (the “'Stated Value”) of each share of Series A Preferred Stock is One Hundred Dollars ($100) per share.

1

2.	DIVIDENDS. The holders of Series A Preferred Stock shall be entitled to participate with the holders of the Corporation's Common Stock, out of any funds legally available therefor, its pro rata portion of such dividends, distributions or other transfers of property or issuances of securities made to the holders of Common Stock in respect of such ownership, in such amount as if the Series A Preferred Stock had already been converted into one (1) share of Common Stock prior to the declaration of such dividend, distribution or transfer of property to the holders of Common Stock.
3.	LIQUIDATION, DISSOLUTIONS OR WINDING UP
	a.	In the event of a liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary (a “Liquidation”), the holders of the Series A Preferred Stock then outstanding shall be entitled to receive out of the assets of whether such assets are stated capital or surplus of any nature, an amount on such date equal to the Stated Value multiplied by the shares of Series A Preferred Stock owned of record by such holder as of such date, less the amount of any distributions previously made to the holder in respect of such shares of Series A Preferred Stock.
	b.	Any assets to be delivered to the holders of the Series A Preferred Stock pursuant to this provision as a consequence of Liquidation shall be valued at their fair market value as determined in good faith by the Board of Directors of the Corporation, whose determination shall be conclusive and binding absent manifest error.
4.	VOTING RIGHTS. Each share of Series A Preferred Stock shall be entitled to vote on any and all mailers properly presented to the stockholders of the Corporation, and the number of votes which such share of Series A Preferred Stock is entitled to cast shall be calculated as the total number of shares of Common Stock then entitled to vote on such matter plus ten percent (10%) of such number (the “Voting Right”). In the event there shall ever be more than one (1) share of Series A Preferred Stock authorized, issued and outstanding, then the Voting Right shall be the maximum number of votes which all holders of Series A Preferred Stock shall be entitled to cast, and each holder of Series A Preferred Stock shall be entitled to cast such percentage of the Voting Right as the number of shares of Series A Preferred Stock owned by such holder hears to the total number of shares of Series A Preferred Stock issued and outstanding as of the record date for any such vote. Shares of Common Stock and Series A Preferred Stock shall vote as a single class on all matters presented to the stockholders for action, and not as a separate class, except as and to the extent required by applicable law.
5.	CONVERSION.
	a.	a. Upon the terms set forth in this Section 5, a holder of Series A Preferred Stock shall have the right, at such holder's sole option at any time, to convert each share of Series A Preferred Stock owned by him into one (1) share of Common Stock. The holder of any shares of Series A Preferred Stock may exercise the conversion right pursuant to this Section 5(a) by delivering to the Corporation the certificate for the share(s) to be converted, duly endorsed or assigned in blank or to the Corporation (if required by it), accompanied by written notice stating that the holder elects to convert such shares and stating the name or names (with address) in which the certificate or certificates for the shares of Common Stock are to be issued. Conversion shall be deemed to have been effected on the date when such delivery is made to the Corporation (the “Conversion Date”).

2

b. As promptly as practicable after the conversion of any shares of Series A Preferred Stock into Common Stock hereunder, and the delivery to the Corporation of the certificate for such shares. duly endorsed or assigned designated by such holder, a certificate or certificates for the number of full shares of Common Stock to which such holder is entitled. The person in whose name the certificate or certificates for Common Stock are to be issued shall be deemed to have become a stockholder of record on the Conversion Date unless the transfer books of the Corporation are closed on that date, in which event such person shall be deemed to have become a stockholder of record of the next succeeding date on which the transfer books are open, and the rights of the holder of the shares of Series A Preferred Stock so converted shall cease on and as of the Conversion Date. Upon conversion of only a portion of the number of shares covered by a certificate representing shares of Series A Preferred Stock surrendered for conversion, the Corporation shall issue and deliver to or upon the written order of the holder of the certificate so surrendered for conversion. at the expense of the Corporation, a new certificate covering the number of shares of Series A Preferred Stock representing the unconverted portion of the certificate so surrendered.

SECOND: That the said amendment has been consented to and authorized by the holders of a majority of the issued and outstanding stock entitled to vote by written consent in accordance with the provisions of Section 228 of the General Corporation Law of the State of Delaware.

THIRD: That the aforesaid amendment was duly adopted with the applicable provisions of Sections 242 and 228 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed by Joe Riehl, this 8th day of March 2015.

/s/ Joe Riehl                        

Joe Riehl

President

3

EX1A-2A CHARTER

Exhibit 2.29

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:40 PM 04/21/2015

FILED 02:40 PM 04/21/2015

SRV 150548828 - 3318552 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST: That at a meeting of the Board of Directors of Metatron, Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “add to ARTICLE IV” so that, as amended, said Article shall be and read as follows:

Directors/Stockholders of Metatron, Inc, have approved by majority vote and hereby consent to, adopt, ratify confirm and approve as of May 10, 2015 a reverse stock split of the common stock of the company at a ratio of 10,000 for 1 added to Art IV of Articles

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 8th day of April, 2015.

By:	/s/ Ralph Riehl
Authorized Officer
Title:	CEO
Name:	Ralph Riehl
Print or Type

EX1A-2A CHARTER

Exhibit 2.30

EX1A-2A CHARTER

Exhibit 2.31

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:32 PM 03/08/2016

FILED 04:32 PM 03/08/2016

SRV 20161552458 - File Number 3318552

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST: That at a meeting of the Board of Directors of Metatron, Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “ARTICLE IV” so that, as amended, said Article shall be and read as follows:

Authorized Stock of the Corporation Shall be 2,000,000,000 shares consisting of One Billion Nine Hundred Ninety Five Million (1,995,000,000) of common stock,$.00001 par value per share and Five (5,000,000) Preferred A stock, $.00001 par value of .00001

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 8th day of March, 2016.

By:	/s/ Ralph Riehl
Authorized Officer
Title:	CEO
Name:	Ralph Riehl
Print or Type

EX1A-2A CHARTER

Exhibit 2.32

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:35 PM 07/05/2016

FILED 02:35 PM 07/05/2016

SRV 20164774334 - 3318552 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST: That at a meeting of the Board of Directors of Metatron, Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “ARTICLE IV” so that, as amended, said Article shall be and read as follows:

Authorized Stock of the Corporation Shall be 3,000,000,000 shares consisting of Two Billion Nine Hundred Ninety Five Million (2,995,000,000) of common stock,$.00001 par value per share and Five (5,000,000} Preferred A stock, $.00001 par value of .00001

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 5th day of July, 2016.

By:	/s/ Ralph Riehl
Authorized Officer
Title:	CEO
Name:	Ralph Riehl
Print or Type

EX1A-2A CHARTER

Exhibit 2.33

State of Delaware

Secretary of State

Division of Corporations

Delivered 03:20 PM 07/15/2016

FILED 03:20 PM 07/15/2016

SRV 20164935821 - 3318552 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST: That at a meeting of the Board of Directors of Metatron, Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “ARTICLE IV” so that, as amended, said Article shall be and read as follows:

see attached document "Article IV"

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 15th day of July, 2016.

By:	/s/ Ralph Riehl
Authorized Officer
Title:	CEO
Name:	Ralph Riehl
Print or Type

1

Authorized Stock of the Corporation shall be 3,000,000,000 shares consisting of Two Billion Nine Hundred Eighty Four Million (2,994,000,000) of common stock,$.00001 par value per share, Five Million (5,000,000) Preferred A stock,$.00001 par value per share and One Million Preferred B stock, $.00001 par value per share.

A Convertible Stock Dividend is hereby declared in the amount of 1 share of preferred B stock for every 100,000 shares of the Corporation's common stock held and fractional shares shall be rounded up. The close of business on July 25th 2016, is hereby fixed as the Record Date for the determination of stockholders entitled to receive payment of such Dividend. August 25th 2016 is hereby fixed as the Dividend payment date.

2

EX1A-2A CHARTER

Exhibit 2.34

State of Delaware Secretary o f S tat e Division of Corporations Delivered 04:06 PM 09 / 02 /2 016 FlLED 04:06 PM 09 / 02 /2 016 SR 2 0 165 7 64678 - File Number 3318552 858 - 571 - 3126 p.2 Metatron, INC. CERTIFICATE OF DESIGNATION, PR£F:ERENC£.S AND RIGHTS OF THE SERIES B PREFERRED STOCK Pur5uant to Section i5 l (g) of the General Corporation Law of the State of Delaware and Artic l e IV of the Corporation·s Amend and Restated Certificate oflncorporation (the " Certif,ca/e of Incorporation") : r , Ralph Riehl , Chief Executive Officer o f tvletatron, fnc . (the" Corporatio,i "), organiz.ed and existing under the General Corporation Law of the State of Delaware, in accordance with the provisions of Section 103 thereof, DO HEREBY CERTIFY: That pursuant to the authority conferred upon tbe Board of Direc1ors of the Corporation (the " Board") by Artic l e JV of the Certificate of Incorporation , the Board on July I5 th , 2016 adopted the following resolutions (i) creating a series of !,000,000 shares of Preferred Stock designated as "Series B Preferred Stock": · R ESOL Vli.O, that pursuant to t he authority vested in the Board in accordance with the provisions of Artic l e JV of the Certificate of lnc o rporati . on, a second series of Preferred Stock of the Corporation be , and it hereby is, created, and that the designation and amount therel)f and the voting powers, preferences and relative, participating, optional and other special rights of the share of each such series. and the qua l ifications, I im i tations or restric t ions thereof are as fo l lows : A. 1,000,000 of the authorized shares of Preferred Stock arc hereby designated "Series B Preferred Stock .. (the' ' Series B Preferred" j B. The Series B Preferred shall rank pari passu with che Series A Prefemxl and sen io r to the Common Stock in rig h t of voting an d liquidation, all as set fo rt h more fully h erein. C . The rights, pref e rences, privileges, restrict io ns and other matters relating to the Ser i es B Preferred are as follows : J. D IYIDENO RIGHTS • a. [n the event dividends are paid on any shar e of C ommon St o ck, the Corporation s h all pay a dividend on all outstand i ng shares of Series B Preferred in a per share a m ount equal {on an as - if - converted to Common Stock basis) to the amount paid or set aside for each share of Common Stock . b. The provisions of Section l ( a) shall not apply 10 a dividend payable solely in Common Stock to which the provisions of Section 5(f) hereof are applicable. 2. VOTIKG RIGHTS. Each holder o f share s oflhe Series B Preferred shall be ent i tled to th e number of votes equal to the number of shares of Comm o n Sto c k into which such shares of Series B Preferred cou l d be c o nverted (pursuant to Section 5 hereof) imm e diately after the close of business cm the re c ord date fixed for such meeting or the effective date of such written consent and shall have voting rights and p o wers equal to the voting rights and powers of the Common Stock and shall be entitled to notice of any st o ckholders' meeting in accordance with the bylaws of the Corporation. Ex c ept as other. v ise provided herein or a s required by law. the Series B Preferred shall vote together with the Common Stock and Series A Preferred at any annual or special meeting of the stockholders (or by written consent of the stockholders in lieu of such a meeting) and not as a separate class, and may act by written consent in the s ame m anner as the Common Stock and Series A Preferred. 3. LIQt:lDAfJO RIGHTS . a. Up o n any liquidati o n, disso i ut io n, or winding u p o f t he Co r pora t ion , whether v o luntary o r inv o l untary (a "Liquidation Event"}, before an y distribution o r payment s hall be made to th e holders o f any Comm o n Stock, subject to che r i ghts o f any series of Preferred Stock that may from time to time c - 0me into existence, the holders of Series B Preferred shall be e n titl e d to be paid out of the assets of the Corporation l e g ally available for distribution for each sha r e of Series B Pre fe r re d held by t hem. an a mount per share of S e ries B Preferred equa l t o t hat payable to Se.rie A Preferred . Any s uch amount payable to the holders of S eries B Pre fe rred shall be paid pa r i pa s su with any payments to the holders of Series A Preferred. lf, upon any such L i quid ation Event, the assets of the Corpor a tion shall be insufficient to make payment in full to all holders of Series A Preferred and Series B Preferred of the liquidation preference set forth in Section of the C ertificate of In c orp o rat i o n or in th i s Sec ti on , a s applic a b l e, then s uch assets ( or consid e rat i on) shat I be distributed among the holder s of Se r ies A Preferred and Serie s B Preferred at the time outstanding , ratably in proport io n to the full am o u nts to wh i ch t hey would otherwi s e b e resp e ctively entitled . (as adjusted for any stock splits, dividends and the like with re s pect to ;;uch shar e s after the filing d a te hereof). b. After the p a y ment of the full liquidation p r e fe rence o f th e Seri es A Pr e ferred and Series B Prefe r red set forth in Section J(a) of the Certificat e of Incorpo r ation a nd i n Section 3{a ) a bove , as app Iicable, the assets of the C orporation leially avai la bl e for distribution in such Liquidation Event (or the consideration recei ·ed by the Corporation or ils stockholders in such Acquisition or Asset Transfer) , cf any , sh a ll be distributed ratably to the hol ders of the C ommo n S tock .

Sep 02 16 12:54p 858 - 571 - 3126 p,3 a, Jn the event that the Corporation is a party to an Acquisition or Asset Transfer (as hereinafter defined), then each holder of Series B Preferred shall be entitled to receive. for each share of Series B Preferred then held, out of the proceeds of such Acquisition er Asset Transfer, the amount of cash. securities or other property to which such holder would be entitled to receive in a Liquidation Event pursuant to Section 3{_a) above. Any such amount payab!e !o t};e holde: - s of Series B Preferred shall be paid part passu with any pa)'1Jlents, to the holders of Series A Preferred pursuant to Article N of the Certificate of Incorporation. b. For the purposes of this Section 4: (i) "Acquisition"' shall mean (A) any 1ransac1ion or series of related transactions with one or more non - affiliates of the Corporation, pursuant to which such party or parties acquire capital stock of the Corporation or the surviving entity possessing the voting power to elect a majority of the board of directors of the Corporation or the surviving entity (whether by merger, consolidation, sale c,r transfer of the Corporation's capita! stock or otherwise}; provided that an Acquisition shall not include any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Corporation or any successor or indebtedness of the Corporation is cancelled or convened or a combination thereof; and (ii) "Asset Transfer'" shall mean any transaction or series of related transactions that resu Its in a sale. lease, transfer or other disposition of all or substantial I)' aJl of the assets of the Corporation determined on a consolidated basis. c, In any Acquisition or Asset Transfer if the consideration to be received is securities of a corporation or ot:her property other than cas.h, its value will be deemed its fair market value as determine - din good faith by the Board on the date such detennination is made. 5. CONVERSI0' - 1 R1cm,;. The holders of the Series B Preferred shall have the following rights and restrictions with respect to the conver:,ion of the Series B Preferred into shares of Common Stock (the '"Conversion Rights''): a . Optional Conversion . Subject to and in compliance wlth the provisions . of this Section 5 , any shares of Series B Preferred may, at the option of the hoJder, be converted at any time into fully - paid and non - 2 ssessab!e shares of Common Srock . The numbe . r of shares of Common Stock to which a holder of Series 8 Preferred shall be entitled upon conversion shall be 50 , 000 shares . of Common . d. Mechanics of Conversion. Each holder of Series B Preferred who desires to convert the same into shares of Common Stock pursuant to this Section 5 shall surrender the certificate or certificates therefor, duly endorsed at the office of the Corporation or any transfer agent for the Series B Preferred, and shaJI give written notice to the Corporation at such office that such holder elects to convert the same. Such notice shall state the number of shares of Series B Preferred being converted. Thereupotl, the Corporation shall promptly issue and deliver at .such office to such holder a certificru:e or certificates for the numb.er of shares of Common Stock to which such holder is entitled and any fractional share of Common Stock otherwise issuable to any holder of Series B Preferred shall be rounded up. Such conversion shall be deemed to have been made at the close of business on the date of such surrender of the certificates representing: the shares of Series B Preferred to be convened, and the person entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of s.uch shares of Common Stock on such date. e. Adjustment for Stock Splits and Combinations.. If at any time or fro:n rime to time on or after the date that the first share of Series B Preforred is issued July 1 f· \ 2016 the Corporation effects a subdivision of the outstanding Common Stock. the Series B Preferred Conversion ratio In effect immediately before that subdivision shall rernain unaffected. Conversely, if at any time or from time to time after the Original Tssue Date the Corporation combines the outstanding shares of Common Stock into a srna!ler number of shares, the Series B Preferred Conversion ratio in effect immediately before the combination shall remain the s.arne. The effect shall be that the Series B Preferred w - iIJ be anti - dilutive, r. Adjustment for Common Stock Dividends and Distributions.. If at any time or from time to time on or after the Original Issue Date the Corporation pays to holders of Common Stock a dividend or other distribution in additional shares of Common Stock. the Series B Preferred Conversion ratio then in cffe.ct shall sray the same. g. Adjustment for Rectification Exchange, Substitution, Reorganization Merger or Consolidation. Jfat any time or from time to time on or after the Original Issue Date the Common Stock issuable upon the conversion of the Series B Preferred is changed into the same or a difforent number of shares of any class or classes of stock. whether by recapitalization, rec!assitic:ation. merger, consolidation or other."ise (other tha.'1 an Acquisition or Asset Transfer as defined in Section 4 or a subdivision or combination of shares or stock dividend provided for elsewhere in this Section 5), in any such event each holder of Series B Preferred shall then have the right to conven Series B Preferred into the kind and amount of stock and other securities and property receivnble upon such recapitalization, reclassification, merger, consolidation or other change by holders of the maximum number of shares of Common Stock into which such shares of Series B Preferred could have been converted immediately prior to such recapitalization. reclassification, merger, consolidation or change, all subject to further adjustment as provided herein or ,.,.ith respect to such other securities or property by the tenns thereof. In any such cas appropriate adjustment shall be made in the application of the provisions of this Section 5 with respect to the rights of the holders of Series B Preferred after the capital reorganization to the end that the provisions of this Section S (including adjustmenr of the Series B Preforred Conversion ratio then in eftCct and the number of shares issuable upon - conversion of the Series B Preferred) shaH be applicable after that event and be as nearly equivalent as practicable. h . Certificate of Adjustment . lo each case ofan adjustment or readjustment of the Series B Preferred Conversion ratio for the number of shares of Common Stock or other securities issuable upon conversion of the Series B Preferred, if the Series B Preferred is then convertible pursuant to this Section 5 1 the Corporation, at its expense, shalJ compute such adjustment or readjustment in accordance with the

Sep 02 16 12:56p 858 - 571 - 3126 p.4 class mail, postage prepaid, to each registered holder of Series B Preferred so requesting at the holder's address as shown in the Corporation's bocks. Failure to request or provide such no:ice shall have no effect on any such adjustment. L Notices of Record Date. Upon (i) any taking by the - Corporation ofa record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend. distribution or other right, or (ii) any Acquisition (as defined in Section 4) or other capital reorganizzt:ion of the Corporation, any reclassification or recapitalization of !he capital stock of the Corporation, any merger or consolidation of the Corporation with or into any other corporation or any Asset Transfer (as defined in Section 4), or any volunt.ary or involuntary dissolution liquidarion or winding up of the Corporation, the Corporatjon shall mail to each holder of Series B Preferred at least 10 days prior to (x) the record date, if any, specified therein; or (y) if no record date is specified, the date upon which such action is to take effect (or, in either case, such shorter period approved by the holders of a majority of the outstanding Series B Preferred) a notice specifying (A) the date on which any such record is to be taken for the purpose of such dividend or distribution and a description of such dividend or distribution, (B) the date on which any such Acquisition 1 rl!organization, reclassification, transfer, consolidation, merger, Asset Transfer, dissolution, liquidation or winding up is expected to become effective, (C) the dace, if any, that is to be fixed as to when the holders of record of Common Stock (or other securities) shall be entitled to exchange their shares of Common Stock (or other securities) for securities or other property deliverable upon such Acquisition, reorganization. reclassification transfer, consolidation, merger. Asset Transfer, dissolution, liquidation or windlng up. and (D} in the case ofan Acquisition or Asset Transfer, a notice signed by an officer of the Corporation setting forth the consideration to be received by the holder from the purchaser or to be distributed to the holder by the Corporat[on, as appficable, on a per share basis (l) without conversion of the Series 8 Preferred into Common Stock and (ii) assuming conversion of all Series A Preferred and Series B Preferred into Common Stock. j . Automatic Conversion . Each share of Series B Preferred shall be automatically converted into shares of Common Stock, based on the then - effective Series B Preferred Conversion ratio, concurrently with the automatic conversion of the Series A Preferred pursuant to Article IV of the Certificate of Incorporation . k. Fractional Shares. Fractional shares of Common Stock shall be issued upon conversion of Series B Preferred. All shares of Common Srock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred by a holder thereof shall be aggregated for purposes of determinjng whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of any fractional share, the Corporation shall round up and issue a full share. I. Reservation of Stock Issuable Upoq Conversion. The Corporation shall at al! times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series B Preferred, such num bcr of its shares of Common Stock as shall from time to time be sufficient to eft"ect the conversion of all outstanding shares of the Series B Preferred. ff at any tjme the number of authorized but unissucd shares of Common Stock shaU not be sufficient to effect the conversion of all then outstanding shares oft.'1e Series B Preferred, the Corporation will take such corporate action as may be necessary to increase its. authorized hut unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose. m. Notices. Any notice required. by the provisions of this Section 5 shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed ele - etronic mail or facsimile ifsem during normal business hours of the recipient; if not, then on the next business day, (iii) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid or (iv) one day after deposlt with a nationaHy recognized overnight courier, specifying next day delivery, with verification of receipt. AH notices shall be addressed to each holder cf record at the address of such holder appearing on the books of the Corporation. n. Payment of Taxes. The Corporation will pay all taxes (other than taxes. based upon income) and other governmental charges that may be impo5ed with respect to the issue er delivery of shart,'S of Common Stock upon conversion of shares of Series B Preferred, excluding any tax or other charge imposed in connection with any transfer involved in the issue and delivery of shares of Common Stock in a name other than that in which the shares of Series 8 Preferred so converted were registered." IN \ \ 'ITNESS WHEREOF, M ta:tron, lnc, ha<:: caused this Certificate of Designation, Preferences and Rights of the Terms of the Series B Preferred Stock to be execUled by its Chief Exectrlive Officer this 2nd day of September, 2016. . /' (1 I/ ,F . - ~ .I /'1 / l•'h( , - -- · f_) Ralph Riehl., Chief Executive Officer Metatron Jnc.

EX1A-2A CHARTER

Exhibit 2.35

State of Delaware

Secretary of State

Division of Corporations

Delivered 01:34 PM 10/26/2016

FILED 01:34 PM 10/26/2016

SRV 20166368346 - 3318552 FILE

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

FIRST: That at a meeting of the Board of Directors of Metatron, Inc. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered “ARTICLE IV” so that, as amended, said Article shall be and read as follows:

Authorized Stock of the Corporation Shall be 5,000,000,000 shares consisting of 4,994,000,000 of common stock, $.00001 par value per share, 5,000,000 Preferred A stock, par value of $.00001 and 1,000,000 Preferred B stock, par value of $.00001.

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 26th day of October, 2016.

By:	/s/ Ralph Riehl
Authorized Officer
Title:	CEO
Name:	Ralph Riehl
Print or Type

EX1A-2A CHARTER

Exhibit 2.37

Delaware

The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE,

DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE

OF AMENDMENT OF “METATRON, INC.”, FILED IN THIS OFFICE ON THE ELEVENTH DAY

OF JANUARY, A.D. 2017, AT 4:22 O`CLOCK P.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY RECORDER OF DEEDS.

3318552 8100		Authentication: 201859577
SR# 20170181954		Date: 01-11-17

You may verify this certificate online at corp.delaware.gov/authver.shtml

1

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:22 PM 01/17/2017

FILED 04:22 PM 01/17/2017

SR 2017018954 - File Number 3318552

Metatron, INC.

AMENDMENT

OF

CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS

OF THE SERIES B PREFERRED STOCK

Metatron, Inc., a Delaware corporation (the"Corporation"), does hereby certify:

1.              The name of the Corporation is Metatron, Inc.

2.On September 2, 2016, the Corporation filed a Certificate of Designation, Preferences and Rights of the Series B Preferred Stock with the Secretary of State of the State of Delaware (the "Initial Series B Certificate") pursuant to the authority conferred upon the Board of Directors of the Corporation (the "Board") by Article IV of the Corporation's Certificate of Incorporation, as amended (the"Certificate of Incorporation").

3.The changes to the Initial Series B Certificate as set forth in this Corporation's Amendment of Certificate of Designation, Preferences, and Rights of the Series B Preferred Stock (the "Amended Certificate") is solely to decrease the number of authorized shares of Series B Preferred Stock created by the Initial Series B Certificate, to clarify the provisions related to adjustments to the conversion ratio upon certain events, and to make such other amendments as the Board deems necessary and appropriate. The Board has approved of the changes to the Initial Series B Certificate as set forth in this Amended Certificate pursuant to its authority conferred by Article IV of the Certificate of Incorporation and pursuant to the General Corporation Law of the State of Delaware.

4.Resolution "A" of the Initial Series B Certificate is hereby amended to read in its entirety as follows:

"A.          One Hundred Thousand (100,000) of the authorized shares of Preferred Stock are hereby designated as "Series B Preferred Stock." As used herein, the term "Series B Preferred" shall refer to shares of the Corporation's Series B Preferred Stock, $0.00001 par value per share, and the term "Common Stock" shall refer to the Corporation's Common Stock, $0.00001 par value per share."

2

5.Subsections a., b., and c. directly above Section 5 of the Initial Series B Certificate are hereby amended to read in their entirety as follows:

"4.            ACQUISITIONS OR ASSET TRANSFERS.

a.In the event that the Corporation is a party to an Acquisition or Asset Transfer (as hereinafter defined), then each holder of Series B Preferred shall be entitled to receive, for each share of Series B Preferred then held, out of the proceeds of such Acquisition or Asset Transfer, the amount of cash, securities, or other property to which such holder would be entitled to receive in a Liquidation Event pursuant to Section 3(a) above. Any such amount payable to the holders of Series B Preferred shall be paid pari passu with any payments to the holders of Series A Preferred.

b.For purposes of this Section 4: (i) "Acquisition" shall mean (A) any transaction or series of related transactions with one or more non-affiliates of the Corporation, pursuant to which such party or parties acquire capital stock of the Corporation or the surviving entity possessing the voting power to elect a majority of the board of directors of the Corporation or the surviving entity (whether by merger, consolidation, sale, or transfer of the Corporation's capital stock or otherwise); provided, that, an Acquisition shall not include any transaction or series of transactions principally for bona fide equity financing purposes in which cash is received by the Corporation or any successor or indebtedness of the Corporation is cancelled or converted or a combination thereof; and (ii)"Asset Transfer" shall mean any transaction or series of related transactions that results in a sale, lease, transfer, or other disposition of all or substantially all of the assets of the Corporation determined on a consolidated basis.

c.In any Acquisition or Asset Transfer, if the consideration to be received is securities of a corporation or property other than cash, its value will be deemed to be its fair market value as determined in good faith by the Board on the date such determination is made."

6.Section 5 of the Initial Series B Certificate is hereby amended to read in its entirety as follows:

"5.           CONVERSION RIGHTS.

The holders of the Series B Preferred shall have the following rights and restrictions with respect to the conversion of the Series B Preferred into shares of Common Stock (the "Conversion Rights"):

a.Optional Conversion. Subject to and in compliance with the provisions of this Section 5, any shares of Series B Preferred may, at the option of the holder, be converted at any time into fully-paid and non-assessable shares of Common Stock. The number of shares of Common Stock to which a holder of one share of Series B Preferred shall be entitled upon conversion shall be 50,000 shares of Common Stock (such number of shares of Common Stock into which each share of Series B Preferred is convertible, the initial "Conversion Ratio'"). For purposes of clarification, the initial Conversion Ratio shall be the quotient obtained by dividing (i) 1.00 initially by (ii) 50,000. Such "initial quotient" is 0.00002. The number of shares of Common Stock shall be determined by dividing the number of shares of Series B Preferred to be converted by 0.00002. The Conversion Ratio shall be subject to appropriate adjustment in the event of any stock dividend, forward stock split or subdivision, reverse stock split or consolidation, or other similar recapitalization as set forth herein. Accordingly, if the Conversion Ratio has been adjusted, the then-current Conversion Ratio shall be utilized in lieu of 0.00002.

b.Mechanics of Conversion. Each holder of Series B Preferred who desires to convert the same into shares of Common Stock pursuant to this Section 5 shall surrender the certificate or certificates therefor, duly endorsed, at the office of the Corporation or any transfer agent for the Series B Preferred, and shall give written notice to the Corporation at such office that such holder elects to convert the same. Such notice shall state the number of shares of Series B Preferred being converted. Thereupon, the Corporation shall promptly issue and deliver at such office to such holder a certificate or certificates for the number of shares of Common Stock to which such holder is entitled and any fractional share of Common Stock otherwise issuable to any holder of Series B Preferred shall be rounded up. Such conversion shall be deemed to have been made at the close of business on the date of such surrender of the certificates representing the shares of Series B Preferred to be converted, and the person entitled to receive the shares of Common Stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares of Common Stock on such date.

3

c.Adjustments for Reverse Stock Splits and Combinations and for Forward Stock Splits and Subdivisions. If the Corporation shall at any time or from time to time after the date that the first share of Series B Preferred is issued (the "Issuance Date") effect either a reverse stock split or a combination of the outstanding Common Stock (also known as a reverse stock split) or a forward stock split or subdivision of the outstanding Common Stock (also known as a forward stock split), the Conversion Ratio (expressed as a quotient) in effect immediately before that subdivision shall be proportionately increased or decreased, as appropriate, so that the number of shares of Common Stock issuable on conversion of each share of Series B Preferred shall be decreased or increased, as appropriate, in proportion to such decrease or increase, as appropriate, in the aggregate number of shares of Common Stock outstanding. Any adjustments under this Section 5(c) shall be effective at the close of business on the date the reverse stock split, combination, forward stock split, or subdivision becomes effective.

d.Adjustments for Reclassification, Exchange, and Substitution. If the Common Stock issuable upon conversion of the Series B Preferred at any time or from time to time after the Issuance Date shall be changed to the same or different number of shares of any class or classes of stock, whether by reclassification, exchange, substitution, or otherwise (other than by way of a reverse stock split or forward stock split of shares or stock dividends provided for in Sections 5(c) and (f)), then, and in each event, an appropriate adjustment to the Conversion Ratio shall be made and provisions shall be made (by adjustments of the Conversion Ratio or otherwise) so that the holder of each share of Series B Preferred shall have the right thereafter to convert such share of Series B Preferred into the kind and amount of shares of stock and other securities receivable upon reclassification, exchange, substitution, or other change, by holders of the number of shares of Common Stock into which such shares of Series B Preferred might have been converted immediately prior to such reclassification, exchange, substitution, or other change, all subject to further adjustment as provided herein.

e.Adjustment for Reorganizations, Mergers, Consolidations, or Sales of Assets. If at any time or from time to time after the Issuance Date there shall be a capital reorganization of the Corporation (other than by way of a stock split of shares or stock dividends or distributions provided for in Sections 5(c), and (f), or a reclassification, exchange, or substitution of shares provided for in Section 5(d), or a merger or consolidation of the Corporation with or into another entity where the holders of the outstanding voting securities prior to such merger or consolidation do not own more than 50% of the outstanding voting securities of the merged or consolidated entity, immediately after such merger or consolidation, or the sale of all or substantially all of the Corporation's properties or assets to any other person (each an "Organic Change"), then, as a part of such Organic Change, an appropriate revision to the Conversion Ratio shall be made if necessary and provision shall be made if necessary (by adjustments of the Conversion Ratio or otherwise) so that the holder of each share of Series B Preferred shall have the right thereafter to convert such share of Series B Preferred into the kind and amount of shares of stock and other securities or property of the Corporation or any successor corporation resulting from such Organic Change. In any such case, appropriate adjustment shall be made in the application of the provision of this Section 5(e) with respect to the rights of the holders of the Series B Preferred after such Organic Change to the end that the provisions of this Section 5(e) (including any adjustment in the Conversion Ratio then in effect and the number of shares of stock or other securities deliverable upon conversion of the Series B Preferred) shall be applied after that event in as nearly an equivalent manner as may be practicable.

f.               Adjustments for Dividends and Distributions.

i.Adjustments for Certain Dividends and Distributions. If the Corporation shall at any time or from time to time after the Issuance Date make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in shares of Common Stock, then, and in each event, the Conversion Ratio (expressed as a quotient) shall be decreased as of the time of such issuance or, in the event such record date shall have been fixed, as of the close of business on such record date by multiplying the Conversion Ratio then in effect by a fraction:

(1)the numerator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date; and

(2)the denominator of which shall be the total number of shares of Common Stock issued and outstanding immediately prior to the time of such issuance or the close of business on such record date plus the number of shares of Common Stock issuable in payment of such dividend or distribution.

4

ii.Adjustments for Other Dividends and Distributions. If the Corporation shall at any time or from time to time after the Issuance Date make or issue or set a record date for the determination of holders of Common Stock entitled to receive a dividend or other distribution payable in securities of the Corporation other than shares of Common Stock, then, and in each event, an appropriate revision to the applicable Conversion Ratio shall be made and provision shall be made (by adjustments of the Conversion Ratio or otherwise) so that the holders of Series B Preferred shall receive upon conversion thereof, in addition to the number of shares of Common Stock receivable thereon, the number of securities of the Corporation that they would have received had their Series B Preferred been converted into Common Stock on the date of such event and had thereafter, during the period from the date of such event to and including the date the Series B Preferred was converted, retained such securities (together with any distributions payable thereon during such period), giving application to all adjustments called for during such period under this Section 5(f)(ii) with respect to the rights of the holders of the Series B Preferred; provided, however, that, if such record date shall have been fixed and such dividend is not fully paid or if such distribution is not fully made on the date fixed therefor, the Conversion Ratio shall be adjusted pursuant to this paragraph as of the time of actual payment of such dividends or distributions; and provided, further, however, that no such adjustment shall be made if the holders of Series B Preferred simultaneously receive (1) a dividend or other distribution of share of Common Stock in a number equal to the number of shares of Common Stock as they would have received if all outstanding shares of Series B Preferred had been converted into Common Stock on the date of such event or (2) a dividend or other distribution of shares of Series B Preferred that are convertible, as of the date of such event, into such number of shares of Common Stock as is equal to the number of additional shares of Common Stock being issued with respect to each share of Common Stock in such dividend or distribution.

g.Certificates as to Adjustments. Upon occurrence of each adjustment or readjustment of the Conversion Ratio pursuant to this Section 5, the Corporation, at its expense, shall promptly compute such adjustment or readjustment in accordance with the terms hereof and furnish to each holder of such Series B Preferred a certificate setting forth such adjustment and readjustment, showing in detail the facts upon which such adjustment or readjustment is based. The Corporation shall, upon written request of the holder of such affected Series B Preferred, at any time, furnish or cause to be furnished to such holder a like certificate setting forth such adjustments and readjustments, the Conversion Ratio in effect at the time, and the number of shares of Common Stock and the amount, if any, of other securities or property that at the time would be received upon the conversion of a share of such Series B Preferred. Notwithstanding the foregoing, the Corporation shall not be obligated to deliver a certificate unless such certificate would reflect an increase or decrease of at least one percent of the Conversion Ratio in effect immediately prior to such adjustment.

h.Notices of Record Date. Upon (i) any taking by the Corporation of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend, distribution, or other right, or (ii) any Acquisition (as defined in Section 4) or other capital reorganization of the Corporation, any reclassification or recapitalization of the capital stock of the Corporation, any merger or consolidation of the Corporation with or into any other corporation, any Asset Transfer (as defined in Section 4), or any voluntary or involuntary dissolution, liquidation, or winding up of the Corporation, the Corporation shall mail to each holder of Series B Preferred at least 10 days prior to (x) the record date, if any, specified therein; or (y) if no record date is specified, the date upon which such action is to take effect (or, in either case, such shorter period approved by the holders of a majority of the outstanding Series B Preferred) a notice specifying (A) the date on which any such record is to be taken for the purposes of such dividend or forward stock split, distribution, or reverse stock split or consolidation and a description thereof, (B) the date on which any such event (as described in Subsection (A) above), Acquisition, reorganization, reclassification, transfer, merger, Asset Transfer, dissolution, liquidation, or winding up is expected to become effective, (C) the date, if any, that is to be fixed as to when the holder of record of Common Stock (or other securities) shall be entitled to exchange his/her/its shares of Common Stock (or other securities) for securities or other property deliverable upon such events (as described in Subsection (B) above), and (D) in the case of an Acquisition or Asset Transfer, a notice signed by an officer of the Corporation setting forth the consideration to be received by the holder from the purchaser or to be distributed to the holder by the Corporation, as applicable, on a per share basis (i) without conversion of the Series B Preferred into Common Stock and (ii) assuming conversion of all securities convertible into shares of Common Stock, including, without limitation, Series A Preferred and Series B Preferred.

5

i.Fractional Shares. No fractional shares of Common Stock shall be issued upon conversion of Series B Preferred. All shares of Common Stock (including fractions thereof) issuable upon conversion of more than one share of Series B Preferred by a holder thereof shall be aggregated for purposes of determining whether the conversion would result in the issuance of any fractional share. If, after the aforementioned aggregation, the conversion would result in the issuance of any fractional share, the Corporation shall round up and issue a full share.

j.Reservation of Stock Issuable Upon Conversion. The Corporation shall at all times reserve and keep available out of its authorized but unissued shares of Common Stock, solely for the purpose of effecting the conversion of the shares of the Series B Preferred, such number of it shares of Common Stock as shall from time to time be sufficient to effect the conversion of all outstanding shares of the Series B Preferred. If at any time the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the conversion of all then outstanding shares of the Series B Preferred, the Corporation will take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purpose.

k.Notices. Any notice required by the provisions of this Section 5 shall be in writing and shall be deemed effectively given: (i) upon personal delivery to the party to be notified, (ii) when sent by confirmed electronic mail or facsimile if sent during normal business hours of the recipient; if not, then on the next business day, (iii) five days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one day after deposit with a nationally recognized overnight courier, specifying next day delivery, with verification of receipt. All notices shall be addressed to each holder of record at the address of such holder appearing on the books of the Corporation.

1.             Payment of Taxes. The Corporation will pay all taxes (other than taxes based upon income) and other governmental charges that may be imposed with respect to the issue or delivery of shares of Common Stock upon conversion of shares of Series B Preferred, excluding any tax or other charge imposed in connection with any transfer involved in the issue and delivery of shares of Common Stock in a name other than that in which the shares of Series B Preferred so converted were registered."

IN WITNESS WHEREOF, the Corporation has caused this Amendment of Certificate of Designation, Preferences and Rights of the Series B Preferred Stock to be duly executed on and as of January 11, 2017.

METATRON, INC.

/s/ Ralph J. Riehl

Ralph Riehl, President and Chief Executive Officer

6

EX1A-2A CHARTER

Exhibit 2.39

State of Delaware

Secretary of State

Division of Corporations

Delivered 02:16 PM 06/22/2017

FILED 02:16 PM 06/22/2017

SRV 20174897875 - 3318552 FILE

CERTIFICATE OF AMENDMENT TO THE

OF CERTIFICATE OF INCORPORATION

OF

METATRON, INC.

Metatron, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation's Certificate of Incorporation, as amended (the “Certificate of Incorporation”).

Article FOURTH of the Certificate of Incorporation is hereby amended by deleting it in its entirety and substituting therefor:

“FOURTH. The Corporation shall be authorized to issue a total of 6,001,000,000 shares, consisting of (a) 6,000,000,000 shares of Common Stock, par value $0.00001 per share (“Common Stock”), and (b) 1 000,000 shares of “blank check” preferred stock, par value $0.00001 per share (the “Preferred Stock”). The board of directors of the Corporation is authorized, subject to any limitation prescribed by law, to provide for the issuance of shares of Preferred ·Stock in series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in each such series, and to fix the designation powers, preferences, and rights of the shares of each such series and any qualification, limitation, or restrictions thereof.

All other provisions of the Certificate of Incorporation remain unchanged.

This Amendment to the Certificate of Incorporation was approved by written consent of the Board of Directors and the stockholders of the Corporation effective June 22nd, 2017, pursuant to the requirements of Sections 228 and 242 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Certificate of Incorporation to be duly executed by its authorized officer as of the 22nd day of June, 2017.

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 22nd day of June, 2017.

METATRON, INC.

By: /s/ Ralph J. Riehl                 

Name: Ralph Joseph Riehl

Title: President & Chief Executive Officer

EX1A-2A CHARTER

Exhibit 2.40

Delaware

The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE,

DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE

OF AMENDMENT OF “METATRON, INC.”, FILED IN THIS OFFICE ON THE THIRTIETH DAY

OF JANUARY, A.D. 2018, AT 4:15 O`CLOCK P.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT COUNTY RECORDER OF DEEDS.

3318552 8100		Authentication: 202062958
SR# 20180601869		Date: 01-30-18

You may verify this certificate online at corp.delaware.gov/authver.shtml

1

State of Delaware

Secretary of State

Division of Corporations

Delivered 04:15 PM 01/30/2018

FILED 04:15 PM 01/30/2018

SR 20180601869 - File Number 3318552

CERTIFICATE OF AMENDMENT TO THE

CERTIFICATE OF INCORPORATION

OF

METATRON, INC.

Metatron, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation's Certificate of Incorporation, as amended (the “Certificate of Incorporation”).

Article FOURTH of the Certificate of Incorporation is hereby amended by deleting it in its entirety and substituting therefor:

“FOURTH. The Corporation shall be authorized to issue a total of 8,001,000,000 shares, consisting·of.(a) 8,000,000,000 shares of Common Stock, par value $0.00001 ,per share (“Common Stock”), and, (b) 1,000,000 shares of “blank check” preferred stock, par value $0.00001 per share (the "Preferred Stock"). The board of directors of the Corporation is authorized, subject to any limitation prescribed by law, to provide for the issuance of shares of Preferred Stock in series. and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences, and rights of the shares of each such series and any: qualification, limitation, or restrictions thereof.

All other provisions of the Certificate of Incorporation remain unchanged.

This Amendment to the Certificate of Incorporation was approved by written consent of the Board of Directors and the stockholders of the Corporation effective June 22nd, 2017, pursuant to the requirements of Sections 228 and 242 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Certificate of Incorporation to be duly executed by its authorized officer as of the 30th day of January, 2018.

METATRON, INC.

By: /s/ Ralph J. Riehl                 

Name: Ralph Riehl

Title: President and Chief Executive Officer

2

EX1A-2A CHARTER

Exhibit 2.41

Delaware

The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE,

DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE

CERTIFICATE OF AMENDMENT OF “METATRON, INC.”, FILED IN THIS OFFICE ON

THE SIXTEENTH DAY OF FEBRUARY, A.D. 2018, AT 5:24 O`CLOCK P.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT

COUNTY RECORDER OF DEEDS.

3318552   8100		Authentication: 202174537
SR# 20181082891		Date: 02-19-18

You may verify this certificate online at corp.delaware.gov/authver.shtml

1

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:24 PM 02/16/2018

FILED 05:24 PM 02/16/2018

SR 20181082891 • File Number 3318552

CERTIFICATE OF AMENDMENT TO THE

CERTIFICATE OF INCORPORATION

OF

METATRON, INC.

Metatron, Inc. (the "Corporation"), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

'This Certificate of Amendment (the "Certificate of Amendment") amends the provisions of the Corporation's Certificate of Incorporation, as amended (the "Certificate of Incorporation").

1.	Article FOURTH of the Certificate of Incorporation is hereby amended by deleting it in its entirety and substituting therefor:
	"FOURTH. The Corporation shall be authorized to issue a total of 6,001,000,000 shares, consisting of (a) 6,000,000,000 shares of Common Stock, par value $0.00001 per share ("Common Stock"), and (b) 1,000,000 shares of "blank check" preferred stock, par value $0.00001 per share (the "Preferred Stock"). The board of directors of the Corporation is authorized, subject to any limitation prescribed by law, to provide for the issuance of shares of Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences, and rights of the shares of each such series and any qualification, limitation, or restrictions thereof.
	Effective at 11:59 p.m., Eastern time, on March 1, 2018 (the "Effective Time"), every fifty-seven (57) shares of Common Stock of the Corporation issued and outstanding or held as treasury shares shall thereupon, without any action on the part of the holder thereof or the Corporation, be reclassified and combined into one (1) share of validly issued, fully paid and non-assessable share of Common Stock having a par value of $0.00001 per share, subject to the treatment of fractional share interests as described below (the "Reverse Stock Split"). Any fractional shares of Common Stock resulting from the Reverse Stock Split shall be rounded up to the next whole share."
2.	All other provisions of the Certificate of Incorporation remain unchanged.

This Amendment to the Certificate of Incorporation was approved by written consent of the Board of Directors and the stockholders of the Corporation effective February 16, 2018, pursuant to the requirements of Sections 228 and 242 of the Delaware General Corporation Law.

(Signature appears on the following page)

2

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Certificate of Incorporation to be duly executed by its authorized officer as of the 16th day of February, 2018.

METATRON APPS, INC.
By:	/s/ Ralph Riehl
	Name: Ralph Riehl Title: President and Chief Executive Officer

3

EX1A-2A CHARTER

Exhibit 2.42

Delaware

The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE,

DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE

CERTIFICATE OF AMENDMENT OF “METATRON, INC.”, FILED IN THIS OFFICE ON

THE FIRST DAY OF MARCH, A.D. 2018, AT 5:46 O`CLOCK P.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT

COUNTY RECORDER OF DEEDS.

3318552   8100		Authentication: 202243394
SR# 20181644204		Date: 03-02-18

You may verify this certificate online at corp.delaware.gov/authver.shtml

1

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:46 PM 03/01/2018

FILED 05:46 PM 03/01/2018

SR 20181644204 • File Number 3318552

CERTIFICATE OF AMENDMENT TO THE

CERTIFICATE OF INCORPORATION

OF

METATRON, INC.

Metatron, Inc. (the "Corporation"), a corporation organized and ex1stmg under the General Corporation Law of the State of Delaware, hereby certifies as follows:

This Certificate of Amendment (the "Certificate of Amendment") amends the provisions of the Corporation's Certificate of Incorporation, as amended (the "Certificate of Incorporation").

1.	Article FOURTH of the Certificate of Incorporation is hereby amended by deleting it in its entirety and substituting therefor:
	"FOURTH. The Corporation shall be authorized to issue a total of 5,006,000,000 shares of its capital stock, consisting of (a) 5,000,000,000 shares of Common Stock, par value $0.00001 per share (the "Common Stock") and (b) 6,000,000 shares of preferred stock, par value $0.00001 per share (the "Preferred Stock"), of which (i) 100 shares have been designated as Series A Preferred Stock, par value $0.00001 per share, (ii) 2,000,000 shares have been designated as Series B Preferred Stock, par value $0.00001, and (iii) 3,999,900 shares shall be undesignated, "Blank Check Preferred Stock," par value $0.00001 per share. The Blank Check Preferred Stock may be issued from time to time and in one or more series. The Board of Directors of the Corporation is authorized to determine or alter the rights, powers, preferences, and restrictions granted to or imposed upon any wholly unissued series of Blank Check Preferred Stock and, within the limitations or restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series of Preferred Stock to increase or decrease (but not below the number of shares of any such series of Preferred Stock then outstanding) the number of shares of any such series of Preferred Stock, and to fix the number of shares of any series of Preferred Stock. In the event that the number of shares of any series of Preferred Stock shall be so decreased, the shares constituting such decrease shall resume the status that such shares had prior to the adoption of the resolution originally fixing the number of shares of such series of Preferred Stock subject to the requirements of applicable law."
	"Effective at 11:59 p.m., Eastern Time, on March 15, 2018 (the "Effective Time"), every fifty-seven (57) shares of Common Stock of the Corporation issued and outstanding or held as treasury shares shall thereupon, without any action on the part of the holder thereof or the Corporation, be reclassified and combined into one (1) share of validly issued, fully paid, and non-assessable share of Common Stock having a par value of $0.00001 per share, subject to the treatment of fractional share interests as described in the immediately following sentence (the "Reverse Stock Split"). Any fractional shares of Common Stock resulting from the Reverse Stock Split shall be rounded up to the next whole share."
2.	For purposes of clarification, the Corporation filed a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware on February 16, 2018 (the "Preceding Amendment"), wherein the Preceding Amendment contemplated a reverse stock split to be effective at 11:59 p.m., Eastern Time, on March 1, 2018. As of the filing date of this Certificate of Amendment, the date and time for the previously contemplated reverse stock split has not passed and, accordingly the reverse stock split contemplated thereby has not been effectuated. In lieu thereof, the reverse stock split contemplated hereby will occur at the Effective Time.
3.	All other provisions of the Certificate of incorporation remain unchanged.

This Certificate Amendment to the Certificate of Incorporation was approved by written consent of the Board of Directors and the stockholders of the Corporation effective March 1, 2018, pursuant to the requirements of Sections 228 and 242 of the Delaware General Corporation Law.

(Signature appears on the following page)

2

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Certificate of Incorporation to be duly executed by its authorized officer as of the 1st day of March, 2018.

METATRON APPS, INC.
By:	/s/ Ralph Riehl
	Name: Ralph Riehl Title: President and Chief Executive Officer

3

EX1A-2A CHARTER

Exhibit 2.43

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:52 PM 03/01/2018

FILED 05:52 PM 03/01/2018

SR 20181644583 - File Number 3318552

METATRON, INC.

AMENDMENT

OF

CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS

OF THE SERIES B PREFERRED STOCK

Metatron, Inc., a Delaware corporation (the "Corporation"), does hereby certify:

1.            The name of the Corporation is Metatron, Inc.

2.On September 2, 2016, the Corporation filed a Certificate of Designation, Preferences and Rights of the Series B Preferred Stock with the Secretary of State of the State of Delaware (the "Initial Series B Certificate") pursuant to the authority conferred upon the Board of Directors of the Corporation (the "Board'') by Article IV of the Corporation's Certificate of Incorporation, as amended (the "Certificate of Incorporation").

3.On January 11, 2017, the Corporation filed an Amendment of Certificate of Designation, Preferences and Rights of the Series B Preferred Stock with the Secretary of State of the State of Delaware (the "2017 Amended Certificate," and together with the Initial Series B Certificate, the "Certificate of Designation'') pursuant to the authority conferred upon the Board by Article IV of the Certificate of Incorporation.

4.The changes to the Certificate of Designation as set forth in this Amendment of Certificate of Designation, Preferences, and Rights of the Series B Preferred Stock (the ''Amended Certificate") is solely to increase the number of authorized shares of Series B Preferred Stock created by the Certificate of Designation. The Board has approved of the changes to the Certificate of Designation as set forth in this Amended Certificate pursuant to its authority conferred by Article IV of the Certificate of Incorporation and pursuant to Section 151 of the General Corporation Law of the State of Delaware.

5.Resolution "A" of the Initial Series B Certificate is hereby amended to read in its entirety as follows:

"A.      Two Million (2,000,000) of the authorized shares of Preferred Stock are hereby designated as "Series B Preferred Stock." As used herein, the term "Series B Preferred" shall refer to shares of the Corporation's Series B Preferred Stock, $0.00001 par value per share, and the term "Common Stock" shall refer to the Corporation's Common Stock, $0.00001 par value per share."

IN WITNESS WHEREOF, the Corporation has caused this Amendment of Certificate of Designation, Preferences and Rights of the Series B Preferred Stock to be duly executed on and as of March 1, 2018.

METATRON, INC.

/s/ Ralph Riehl

Ralph Riehl, President and Chief Executive Officer

EX1A-2A CHARTER

Exhibit 2.44

Delaware

The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE,

DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE

CERTIFICATE OF AMENDMENT OF “METATRON, INC.”, FILED IN THIS OFFICE ON

THE FOURTEENTH DAY OF MARCH, A.D. 2018, AT 11:29 O`CLOCK A.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE KENT

COUNTY RECORDER OF DEEDS.

3318552   8100		Authentication: 202317107
SR# 20181906524		Date: 03-14-18

You may verify this certificate online at corp.delaware.gov/authver.shtml

1

State of Delaware

Secretary of State

Division of Corporations

Delivered 11:29 AM 03/14/2018

FILED 11:29 AM 03/14/2018

SR 20181906524 - File Number 3318552

CERTIFICATE OF AMENDMENT TO THE

CERTIFICATE OF INCORPORATION

OF

METATRON, INC.

Metatron, Inc. (the "Corporation"), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

This Certificate of Amendment (the "Certificate of Amendment") amends the provisions of the Corporation's Certificate of Incorporation, as amended (the "Certificate of Incorporation").

1.	Article FOURTH of the Certificate of Incorporation is hereby amended by deleting it in its entirety and substituting therefor:
	"FOURTH. The Corporation shall be authorized to issue a total of 8,006,000,000 shares of its capital stock, consisting of (a) 8,000,000,000 shares of Common Stock, par value $0.00001 per share (the "Common Stock") and (b) 6,000,000 shares of preferred stock, par value $0.00001 per share (the "Preferred Stock"), of which (i) 100 shares have been designated as Series A Preferred Stock, par value $0.00001 per share, (ii) 2,000,000 shares have been designated as Series B Preferred Stock, par value $0.00001, and (iii) 3,999,900 shares shall be undesignated, "Blank Check Preferred Stock," par value $0.00001 per share. The Blank Check Preferred Stock may be issued from time to time and in one or more series. The Board of Directors of the Corporation is authorized to determine or alter the rights, powers, preferences, and restrictions granted to or imposed upon any wholly unissued series of Blank Check Preferred Stock and, within the limitations or restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series of Preferred Stock to increase or decrease (but not below the number of shares of any such series of Preferred Stock then outstanding) the number of shares of any such series of Preferred Stock, and to fix the number of shares of any series of Preferred Stock. In the event that the number of shares of any series of Preferred Stock shall be so decreased, the shares constituting such decrease shall resume the status that such shares had prior to the adoption of the resolution originally fixing the number of shares of such series of Preferred Stock subject to the requirements of applicable law."
	"Effective at 11:59 p.m., Eastern Time, on March 16, 2018 (the "Effective Time"), every fifty-seven (57) shares of Common Stock of the Corporation issued and outstanding or held as treasury shares shall thereupon, without any action on the part of the holder thereof or the Corporation, be reclassified and combined into one (1) share of validly issued, fully paid, and non-assessable share of Common Stock having a par value of $0.00001 per share, subject to the treatment of fractional share interests as described in the immediately following sentence (the "Reverse Stock Split"). Any fractional shares of Common Stock resulting from the Reverse Stock Split shall be rounded up to the next whole share."
2.	For purposes of clarification, the Corporation filed a Certificate of Amendment to the Certificate of Incorporation with the Secretary of State of the State of Delaware on March 1, 2018 (the "Preceding Amendment"), wherein the Preceding Amendment contemplated a reverse stock split to be effective at 11:59 p.m., Eastern Time, on March 15, 2018. As of the filing date of this Certificate of Amendment, the date and time for the previously contemplated reverse stock split has not passed and, accordingly the reverse stock split contemplated thereby has not been effectuated. In lieu thereof, the reverse stock split contemplated hereby will occur at the Effective Time.
3.	All other provisions of the Certificate of incorporation remain unchanged.

This Certificate Amendment to the Certificate of Incorporation was approved by written consent of the Board of Directors and the stockholders of the Corporation effective March 13, 2018, pursuant to the requirements of Sections 228 and 242 of the Delaware General Corporation Law.

(Signature appears on the following page)

2

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Certificate of incorporation to be duly executed by its authorized officer as of the 13th day of March, 2018.

METATRON APPS INC.
By:	/s/ Ralph Riehl
	Name: Ralph Riehl Title: President and Chief Executive Officer

3

EX1A-2A CHARTER

Exhibit 2.48

Delaware

The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE,

DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE

OF AMENDMENT OF “METATRON APPS, INC.”, FILED IN THIS OFFICE ON THE SIXTH DAY

OF DECEMBER, A.D. 2021, AT 5:51 O`CLOCK P.M.

3318552 8100		Authentication: 204912796
SR# 20213994576		Date: 12-08-21

You may verify this certificate online at corp.delaware.gov/authver.shtml

1

CERTIFICATE OF AMENDMENT

TO THE CERTIFICATE OF INCORPORATION OF

METATRON APPS, INC.

Metatron Apps, Inc. (the "Corporation"), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

This Certificate of Amendment (the "Certificate of Amendment") amends the provisions of the Corporation's Certificate of Incorporation, as amended (the "Certificate of incorporation").

1. Article FOURTH of the Certificate of Incorporation is hereby amended by deleting it in its entirety and substituting therefor:

"FOURTH. The Corporation shall be authorized to issue a total of 15,006,000,000 shares, consisting of (a) 15,000,000,000 shares of Common Stock, par value $0.00001 per share ("Common Stock"), and (b)6,000,000 shares of preferred stock, par value $0.00001 per share, (i) 100 shares have been designated as Series A Preferred Stock, par value $0.00001 per share, (ii) 2,000,000 shares have been designated as Series B Preferred Stock, par value $0.00001, and (iii) 3,999,900 shares shall be undesignated, "Blank Check Preferred Stock," par value $0.00001 per share. The Blank Check Preferred Stock may be issued from time to time and in one or more series. The Board of Directors of the Corporation is authorized to determine or alter the rights, powers, preferences, and restrictions granted to or imposed upon any wholly unissued series of Blank Check Preferred Stock and, within the limitations or restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series of Preferred Stock to increase or decrease (but not below the number of shares of any such series of Preferred Stock then outstanding) the number of shares of such series of Preferred Stock, and to fix the number of shares of any series of Preferred Stock. In the event that the number of shares of any series of Preferred Stock shall be so decreased, the shares constituting such decrease shall resume the status that such shares had prior to the adoption of the resolution originally fixing the number of shares of such series of Preferred Stock subject to the requirements of applicable law."

3.             All other provisions of the Certificate of incorporation remain unchanged.

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:51PM12/06/2021

FILED 05:51 PM 12/06/2021

SR 20213994576 - File Number 3318552

2

This Certificate of Amendment to the Certificate of Incorporation was approved by written consent of the Board of Directors and the stockholders of the Corporation effective November 22, 2021, for accounting purposes only, pursuant to the requirements of Sections 228 and 242 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Certificate of Incorporation to be duly executed by its authorized officer as of the 8th day of December 2021.

METATRON APPS, INC.
By:	/s/ Ralph Riehl
	Name: Ralph Riehl Title: President and Chief Executive Officer

3

EX1A-2A CHARTER

Exhibit 2.49

CERTIFICATE OF AMENDMENT TO THE

CERTIFICATE OF INCORPORATION OF

METATRON, INC.

Metatron, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”).

1. Article FIRST of the Certificate of Incorporation is hereby amended by deleting it in its entirety and substituting therefor:

“FIRST. The name of the Corporation shall be METATRON APPS, INC.”

2. Article FOURTH of the Certificate of Incorporation is hereby amended by deleting it in its entirety and substituting therefor:

“FOURTH. The Corporation shall be authorized to issue a total of 15,006,000,000 shares, consisting of (a) 15,000,000,000 shares of Common Stock, par value $0.00001 per share (“Common Stock”), and (b) 6,000,000 shares of preferred stock, par value $0.00001 per share, (i) 100 shares have been designated as Series A Preferred Stock, par value $0.00001 per share, (ii) 2,000,000 shares have been designated as Series B Preferred Stock, par value $0.00001, and (iii) 3,999,900 shares shall be undesignated, “Blank Check Preferred Stock,” par value $0.00001 per share. The Blank Check Preferred Stock may be issued from time to time and in one or more series. The Board of Directors of the Corporation is authorized to determine or alter the rights, powers, preferences, and restrictions granted to or imposed upon any wholly unissued series of Blank Check Preferred Stock and, within the limitations or restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series of Preferred Stock to increase or decrease (but not below the number of shares of any such series of Preferred Stock then outstanding) the number of shares of such series of Preferred Stock, and to fix the number of shares of any series of Preferred Stock. In the event that the number of shares of any series of Preferred Stock shall be so decreased, the shares constituting such decrease shall resume the status that such shares had prior to the adoption of the resolution originally fixing the number of shares of such series of Preferred Stock subject to the requirements of applicable law.”

3. All other provisions of the Certificate of Incorporation remain unchanged.

This Amendment to the Certificate of Incorporation was approved by written consent of the Board of Directors and the stockholders of the Corporation effective November 22^nd 2021, pursuant to the requirements of Sections 228 and 242 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Certificate of Incorporation to be duly executed by its authorized officer as of the ___ day of November 2021.

METATRON, INC.

By: /s/ Ralph Riehl         

Name: Ralph Riehl

Title: President and Chief Executive Officer

EX1A-2A CHARTER

Exhibit 2.50

CERTIFICATE OF AMENDMENT TO THE

CERTIFICATE OF INCORPORATION OF

METATRON APPS, INC.

Metatron Apps, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:

This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Certificate of Incorporation, as amended (the “Certificate of Incorporation”).

1. Article FOURTH of the Certificate of Incorporation is hereby amended by deleting it in its entirety and substituting therefor:

“FOURTH. The Corporation shall be authorized to issue a total of 24,006,000,000 shares, consisting of (a) 24,000,000,000 shares of Common Stock, par value $0.00001 per share (“Common Stock”), and (b) 6,000,000 shares of preferred stock, par value $0.00001 per share, (i) 100 shares have been designated as Series A Preferred Stock, par value $0.00001 per share, (ii) 2,000,000 shares have been designated as Series B Preferred Stock, par value $0.00001, and (iii) 3,999,900 shares shall be undesignated, “Blank Check Preferred Stock,” par value $0.00001 per share. The Blank Check Preferred Stock may be issued from time to time and in one or more series. The Board of Directors of the Corporation is authorized to determine or alter the rights, powers, preferences, and restrictions granted to or imposed upon any wholly unissued series of Blank Check Preferred Stock and, within the limitations or restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series of Preferred Stock to increase or decrease (but not below the number of shares of any such series of Preferred Stock then outstanding) the number of shares of such series of Preferred Stock, and to fix the number of shares of any series of Preferred Stock. In the event that the number of shares of any series of Preferred Stock shall be so decreased, the shares constituting such decrease shall resume the status that such shares had prior to the adoption of the resolution originally fixing the number of shares of such series of Preferred Stock subject to the requirements of applicable law.”

3. All other provisions of the Certificate of Incorporation remain unchanged.

This Amendment to the Certificate of Incorporation was approved by written consent of the Board of Directors and the stockholders of the Corporation effective May 10^th 2023, pursuant to the requirements of Sections 228 and 242 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Certificate of Incorporation to be duly executed by its authorized officer as of the 10^th day of May 2023.

METATRON, INC.

By: /s/ Ralph Riehl         

Name: Ralph Riehl

Title: President and Chief Executive Officer

EX1A-3 HLDRS RTS

Exhibit 3.0

BYLAWS

OF

METATRON APPS, INC.

A DELAWARE CORPORATION

NOTE: THIS IS A FORM OF CORPORATION AGREEMENT AND MAY NOT BE APPROPRIATE FOR USE IN EVERY TRANSACTION, FOR EVERY BUSINESS, TAX, REGULATORY OR OTHER PURPOSE OR IN EVERY JURISDICTION. IT IS IMPORTANT TO REVIEW THE ENDNOTES VERY CAREFULLY AS THE LAWS AND REQUIREMENTS OF EACH STATE CAN VARY SIGNIFICANTLY. IT IS ALSO IMPORTANT TO CAREFULLY REVIEW THE LAWS OF THE STATE IN WHICH THE CORPORATION IS FORMED (OR TO CONSULT A LICENSED ATTORNEY IN THAT STATE) AND RELEVANT FEDERAL AND STATE TAX LAWS (OR TO CONSULT A LICENSED TAX ATTORNEY OR ADVISOR) FOR COMPLIANCE WITH SUCH LAWS. INCORPORATE.COM CANNOT GUARANTEE THE ACCURACY OR CURRENCY OF THIS FORM CORPORATION AGREEMENT.

1

METATRON APPS, INC.

----

B Y L A W S

----

ARTICLE I

OFFICES

Section 1. Offices. The registered office shall be in the State of Delaware. The Corporation may have offices at such other places both within and without the State of Delaware as the Board of Directors may from time to time determine or as may be necessary or convenient to the business of the Corporation.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Annual Meeting. The annual meeting of the stockholders of the Corporation shall be held on such date, at such time, and at such place (if any) within or without the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

Section 2. Special Meetings. Special meetings of the stockholders of the Corporation shall be held on such date, at such time, and at such place (if any) within or without the State of Delaware as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting.

Section 3. Notice of Meetings. (a) The Corporation shall give notice of any annual or special meeting of stockholders. Notices of meetings of the stockholders shall state the place, if any, date, and hour of the meeting, and the means of remote communication, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting. Notice of any meeting shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting, except as otherwise provided herein or required by law or the Certificate of Incorporation. In the case of a special meeting of stockholders, the notice shall state the purpose or purposes for which the meeting is called. No business other than that specified in the notice thereof shall be transacted at any special meeting of stockholders.

(b)       Notice to stockholders may be given by personal delivery, mail, or, with the consent of the stockholder entitled to receive notice, by facsimile, electronic mail, or other means of electronic transmission in the manner provided by the General Corporation Law of the State of Delaware. If mailed, notice is given when deposited in the United States mail, postage prepaid, directed to the stockholder at such stockholder’s address as it appears on the records of the Corporation. An affidavit of the secretary or an assistant secretary or of the transfer agent or other agent of the Corporation that the notice has been given by personal delivery, by mail, or by a form of electronic transmission shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

Section 4. Quorum and Adjournment. Except as otherwise required by law, by the Certificate of Incorporation of the Corporation, or by these Bylaws, the presence, in person or represented by proxy, of the holders of a majority of the aggregate voting power of the stock issued and outstanding, entitled to vote thereat, shall constitute a quorum for the transaction of business at all meetings of the stockholders. If such majority shall not be present or represented at any meeting of the stockholders, the stockholders present, although less than a quorum, shall have the power to adjourn the meeting to another time and place.

2

Section 5. Adjourned Meetings. When a meeting is adjourned to another time or place, notice need not be given of the adjourned meeting if the time and place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken; provided, however, that if the date of any adjourned meeting is more than thirty (30) days after the date for which the meeting was originally noticed, notice of the place, if any, date, and time of the adjourned meeting and the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting, shall be given to each stockholder in conformity herewith. If after the adjournment a new record date for stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix a new record date for notice of such adjourned meeting, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors and, except as otherwise required by law, shall not be more than sixty (60) nor less than ten (10) days before the date of such adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting. At any adjourned meeting, any business may be transacted which might have been transacted at the original meeting.

Section 6. Vote Required. Except as otherwise provided herein or required by law or by the Certificate of Incorporation:

(a)       All elections of directors shall be by written ballot. Directors shall be elected by a plurality in voting power of the shares present in person or represented by proxy at a meeting of the stockholders and entitled to vote in the election of directors; and

(b)       Whenever any corporate action other than the election of directors is to be taken, it shall be authorized by a majority in voting power of the shares present in person or represented by proxy at a meeting of stockholders and entitled to vote on the subject matter.

Section 7. Manner of Voting; Proxies. (a) At each meeting of stockholders, each stockholder having the right to vote shall be entitled to vote in person or by proxy. Each stockholder shall be entitled to vote each share of stock having voting power and registered in such stockholder’s name on the books of the Corporation on the record date fixed for determination of stockholders entitled to vote at such meeting.

(b)       Each person entitled to vote at a meeting of stockholders or to express consent or dissent to corporate action in writing without a meeting may authorize another person or persons to act for such stockholder by an instrument in writing or by a transmission permitted by law filed in accordance with the procedure established for the meeting, but no such proxy shall be voted or acted upon after three (3) years from its date, unless the proxy provides for a longer period. A proxy shall be irrevocable if it states that it is irrevocable and if, and only so long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the stock itself or an interest in the corporation generally.

(c)       The Corporation may, and to the extent required by law, shall, in advance of any meeting of stockholders, appoint one or more inspectors to act at the meeting and make a written report thereof. The Corporation may designate one or more alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of stockholders, the person presiding at the meeting may, and to the extent required by law, shall, appoint one or more inspectors to act at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability. Every vote taken by ballots shall be counted by an inspector or inspectors appointed by the chairman of the meeting.

Section 8. Remote Communication. (a) If authorized by the Board of Directors in its sole discretion, and subject to such guidelines and procedures as the Board of Directors may adopt, stockholders and proxyholders may, by means of remote communication:

(i)       participate in a meeting of stockholders; and

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(ii)       be deemed present in person and vote at a meeting of stockholders whether such meeting is to be held at a designated place or solely by means of remote communication, provided that (A) the Corporation shall implement reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a stockholder or proxyholder, (B) the Corporation shall implement reasonable measures to provide such stockholders and proxyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the stockholders, including an opportunity to read or hear the proceedings of the meeting substantially concurrently with such proceedings, and (C) if any stockholder or proxyholder votes or takes other action at the meeting by means of remote communication, a record of such vote or other action shall be maintained by the Corporation.

(b)       In lieu of holding a meeting of stockholders at a designated place, the Board of Directors may, in its sole discretion, determine that any meeting of stockholders may be held solely by means of remote communication.

Section 9. Record Date. (a) In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board of Directors may, except as otherwise required by law, fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than sixty (60) nor less than ten (10) days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at any meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance with the foregoing provisions of this Section 9 at the adjourned meeting.

(b)       In order to determine the stockholders entitled to consent to corporate action without a meeting (including by telegram, cablegram or other electronic transmission as permitted by law), the Board of Directors may fix a record date. Such record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and shall not be more than ten (10) days after the date upon which the resolution fixing the record date is adopted by the Board of Directions. If no record date has been fixed by the Board of Directors, the record date for determining stockholders entitled to consent to corporate action without a meeting, when no prior action of the Board of Directors is required by the General Corporation Law of the State of Delaware shall be the first date on which a consent setting forth the action taken or proposed to be taken is delivered to the Corporation in the manner set forth in Section 10 of this Article II. If no record date has been fixed by the Board of Directors and prior action of the Board of Directors is required by the General Corporation Law of the State of Delaware, the record date for determining stockholders entitled to consent to corporate action without a meeting shall be the close of business on the day on which the Board of Directors adopts the resolution taking such prior action.

(c)       In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution, or allotment of any rights, or the stockholders entitled to exercise any rights in respect of any change, conversion, or exchange of capital stock, or for the purpose of any other lawful action, except as may otherwise be provided in these Bylaws, the Board of Directors may fix a record date. Such record date shall not precede the date upon which the resolution fixing such record date is adopted, and shall not be more than sixty (60) days prior to such action. If no record date is fixed, the record date for determining stockholders for any such purpose shall be the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

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Section 10. Stockholder Action Without a Meeting. (a) Except as otherwise provided by law or by the Certificate of Incorporation, any action required to be taken at any meeting of stockholders of the Corporation, or any action that may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote, if a consent or consents in writing setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted and shall be delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or agent of the Corporation having custody of the book or books in which meetings of stockholders are recorded; provided, however, that delivery made to the Corporation’s registered office in the State of Delaware shall be by hand or by certified or registered mail, return receipt requested. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing and who, if the action had been taken at a meeting, would have been entitled to notice of the meeting if the record date for such meeting had been the date that written consents signed by a sufficient number of the holders to take the action were delivered to the Corporation.

(b)       A telegram, cablegram, or other electronic transmission consenting to an action to be taken and transmitted by a stockholder or proxyholder, or by a person or persons authorized to act for a stockholder or proxyholder, shall be deemed to be written, signed, and dated for the purposes of these Bylaws, provided that any such telegram, cablegram, or other electronic transmission sets forth or is delivered with the information required by, and is otherwise delivered in accordance with, the General Corporation Law of the State of Delaware. Any consent by means of telegram, cablegram, or other electronic transmission shall be deemed to have been signed on the date on which such telegram, cablegram, or electronic transmission was transmitted.

Section 11. Meeting Procedure. The Chairman of the Board or such other person as may be designated by the Board of Directors shall preside at meetings of the stockholders. At each meeting of stockholders, the presiding officer of the meeting shall fix and announce the date and time of the opening and the closing of the polls for each matter upon which the stockholders will vote at the meeting and shall determine the order of business and all other matters of procedure. Except to the extent inconsistent with any such rules and regulations adopted by the Board of Directors, the presiding officer of the meeting may establish rules, which need not be in writing, to maintain order and safety and for the conduct of the meeting.

Section 12. Stock List. The officer who has charge of the stock ledger of the Corporation shall, at least ten (10) days before every meeting of stockholders, prepare and make a complete list of stockholders entitled to vote at any meeting of stockholders, provided, however, if the record date for determining the stockholders entitled to vote is less than ten (10) days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth (10^th) day before the meeting date, arranged in alphabetical order and showing the address of each such stockholder and the number of shares registered in his or her name. Such list shall be open to the examination of any stockholder for a period of at least ten (10) days prior to the meeting in the manner provided by law.

A stock list shall also be open to the examination of any stockholder during the whole time of the meeting as provided by law. This list shall presumptively determine (a) the identity of the stockholders entitled to examine such stock list and to vote at the meeting and (b) the number of shares held by each of them.

ARTICLE III

DIRECTORS

Section 1. Number. The number of directors, each of whom must be a natural person, that shall constitute the whole Board of Directors shall be such number of directors as determined from time to time by resolution adopted by the Board of Directors, except that in the absence of any such determination, such number shall be .

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Section 2. Resignations and Removal. (a) Each director shall hold office until such director’s successor is elected and qualified or until such director’s earlier resignation or removal. Any director may resign at any time by giving notice in writing or by electronic transmission to the Board of Directors or the Secretary. Such resignation shall take effect at the date of receipt of such notice or at any later time specified therein. Acceptance of such resignation shall not be necessary to make it effective.

(b)       Except as otherwise may be provided in the Certificate of Incorporation, any director or the entire Board of Directors may be removed with or without cause, by the holders of capital stock having a majority in voting power of the shares entitled to vote in the election of directors.

Section 3. Regular Meetings. Regular meetings of the Board of Directors shall be held on such dates and at such times and places, within or without the State of Delaware, as shall from time to time be determined by the Board of Directors and publicized among all directors. A notice of each regular meeting shall not be required. Any and all business may be transacted at a regular meeting of the Board of Directors.

Section 4. Special Meetings. Special meetings of the Board of Directors shall be held at the call of the Chairman of the Board at such times and places, within or without the State of Delaware, as he or she shall designate, upon notice to each director in accordance with Section 5 of this Article III. Special meetings shall be called by the Secretary on like notice at the written request of a majority of the directors then in office. Unless otherwise indicated in the notice thereof, any and all business may be transacted at a special meeting of the Board of Directors.

Section 5. Notice. Notice of any special meeting of the Board of Directors shall be given to each director by whom it is not waived by personal delivery, mail, telegram, express courier service (including, without limitation, Federal Express), facsimile transmission, electronic mail or other form of electronic transmission. If notice is given by personal delivery, by facsimile transmission, by telegram, by electronic mail, or by other form of electronic transmission, then such notice shall be given not less than twenty-four (24) hours before the meeting. If written notice is delivered before the meeting by mail or express courier service, then it shall be given not less than three (3) calendar days before the meeting.

Section 5. Meeting Procedure. The Chairman of the Board shall preside at meetings of the Board of Directors.

Section 6. Quorum and Powers of a Majority. At all meetings of the Board of Directors and of each committee thereof, a majority of the total number of directors constituting the whole Board of Directors or such committee shall be necessary and sufficient to constitute a quorum for the transaction of business. The act of a majority of the members present at any meeting of the Board of Directors or a committee thereof at which a quorum is present shall be the act of the Board of Directors or such committee, unless by express provision of law, of the Certificate of Incorporation, or of these Bylaws, a different vote is required, in which case such express provision shall govern and control. In the absence of a quorum, a majority of the members present at any meeting may, without notice other than announcement at the meeting, adjourn such meeting from time to time until a quorum is present.

Section 7. Manner of Acting. (a) Members of the Board of Directors, or any committee thereof, may participate in any meeting of the Board of Directors or such committee by means of conference telephone or other communications equipment by means of which all persons participating therein can hear each other, and participation in a meeting by such means shall constitute presence in person at such meeting.

(b)       Any action required or permitted to be taken at any meeting of the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or such committee, as the case may be, consent thereto in writing or by electronic transmission, and the writing or writings or electronic transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or such committee. Such filing shall be in paper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

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Section 8. Committees. The Board of Directors may designate one (1) or more committees, each committee to consist of one (1) or more directors, which to the extent permitted by applicable law and provided in said resolution or resolutions shall have and may exercise the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation (including the power and authority to designate other committees of the Board of Directors). The Board of Directors may designate one (1) or more directors as alternate members of any committee to replace any absent or disqualified member of the committee. In the absence or disqualification of a member of a committee, the member or members present at any meeting of such committee and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of such absent or disqualified director. Every reference in these Bylaws to a committee of the Board of Directors or a member of a committee shall be deemed to include a reference to a subcommittee or member of a subcommittee.

Section 9. Committee Procedure. Except as otherwise determined by the Board of Directors or provided by these Bylaws, each committee shall adopt its own rules governing the time, place, and method of holding its meetings and the conduct of its proceedings. Unless otherwise provided by these Bylaws or any such rules or resolutions, notice of the time and place of each meeting of a committee shall be given to each member of such committee as provided in Section 7 of this Article III with respect to notices of meetings of the Board of Directors. Each committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required.

Section 10. Vacancies and Newly-Created Directorships. Unless otherwise provided in the Certificate of Incorporation or in these Bylaws, vacancies and newly-created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although less than a quorum, or by a sole remaining director. Unless otherwise provided in the Certificate of Incorporation or these Bylaws, when one or more directors shall resign from the Board, effective at a future date, a majority of directors then in office, including those who have resigned, shall have the power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective.

Section 11. Compensation. The Board of Directors, by a resolution or resolutions, may fix, and from time to time change, the compensation of Directors. Each director shall be entitled to reimbursement from the Corporation for his or her reasonable expenses incurred with respect to duties as a member of the Board of Directors or any committee thereof.

ARTICLE IV

OFFICERS

Section 1. Officers, Powers, and Duties. The officers of the Corporation shall include a President, a Secretary, a Treasurer, a Chairman of the Board and such other officers as the Board of Directors shall from time to time deem appropriate or necessary. The officers of the Corporation shall have such powers and duties as set forth in these Bylaws and as determined by the Board of Directors.

Section 2. Election of Officers, Term, and Qualifications. The officers of the Corporation shall be elected from time to time by the Board of Directors and shall hold office at the pleasure of the Board of Directors. Except for the Chairman of the Board, none of the officers of the Corporation needs to be a director of the Corporation. Any two (2) or more offices may be held by the same person to the extent permitted by the General Corporation Law of the State of Delaware.

Section 3. Vacancies. A vacancy in officers shall be filled by the Board of Directors.

Section 4. Removal. Any officer of the Corporation may be removed, either with or without cause, by the Board of Directors.

Section 5. Resignation. Any officer may resign from the Corporation by providing notice in writing or by electronic transmission to the Board of Directors or to the Chairman of the Board. Such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

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Section 6. The Chairman of the Board. The Chairman of the Board shall have the powers and duties as set forth in these Bylaws and as customarily and usually associated with the office of the Chairman of the Board.

Section 7. The President. The President shall be the chief executive officer of the Corporation. The President shall have, subject to the supervision, direction, and control of the Board of Directors, the general powers and duties of supervision, direction, and management of the affairs and business of the Corporation customarily and usually associated with the position of chief executive officer, including, without limitation, all powers necessary to direct and control the organizational and reporting relationships within the Corporation. If at any time the office of the Chairman of the Board shall not be filled, or in the event of the temporary absence or disability of the Chairman of the Board, the President shall perform the duties and exercise the powers of the Chairman of the Board.

Section 8. The Secretary. The Secretary shall issue all authorized notices for, and shall keep minutes of, all meetings of the Board of Directors and meetings of the stockholders. The Secretary shall have charge of the corporate books and shall have all such further powers and duties as are customarily and usually associated with the position of Secretary or as may from time to time be assigned to him or her by the Board of Directors, the Chairman of the Board, or the President.

Section 9. The Treasurer. The Treasurer shall have custody of the Corporation’s funds and securities, shall be responsible for maintaining the Corporation’s accounting records and statements, shall keep full and accurate accounts of receipts and disbursements, and shall deposit or cause to be deposited moneys or other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer also shall maintain adequate records of all assets, liabilities, and transactions of the Corporation and shall assure that adequate audits thereof are currently and regularly made. The Treasurer shall have all such further powers and duties as are customarily and usually associated with the position of Treasurer or as may from time to time be assigned to him or her by the Board of Directors, the Chairman of the Board, or the President.

ARTICLE V

STOCK

Section 1. Certificates. The shares of capital stock of the Corporation shall be represented by certificates, unless the Certificate of Incorporation or the Board of Directors, by resolution, otherwise provides that some or all of the shares of any class or series of the Corporation’s capital stock shall be uncertificated. Every holder of capital stock of the Corporation represented by certificates shall be entitled to a certificate representing such shares. Certificates for shares of stock of the Corporation shall be issued under the seal of the Corporation, or a facsimile thereof, and shall be numbered and shall be entered in the books of the Corporation as they are issued. Each certificate shall bear a serial number, shall exhibit the holder’s name and the number of shares evidenced thereby, and shall be signed by or in the name of the Corporation by any two of the Chairman of the Board, a Vice Chairman, the President, a Vice President, the Secretary, an Assistant Secretary, the Treasurer, an Assistant Treasurer or any other authorized officers of the Corporation, representing the number of shares registered in certificate form.

Section 2. Transfers. Transfers of stock of the Corporation shall be made on the books of the Corporation only upon surrender to the Corporation of a certificate (if any) for the shares duly endorsed or accompanied by proper evidence of succession, assignment, or authority to transfer.

Section 3. Lost, Stolen, or Destroyed Certificates. Any person claiming a certificate of stock to be lost, stolen, or destroyed shall make an affidavit or an affirmation of that fact, and shall give the Corporation a bond of indemnity in satisfactory form and with one or more satisfactory sureties sufficient to indemnify it against any claim that may be made against it on account of the alleged loss, theft or destruction of any such certificate or the issuance of such new certificate or uncertificated shares, whereupon a new certificate (if requested) may be issued of the same tenor and for the same number of shares as the one alleged to be lost, stolen, or destroyed.

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Section 4. Registered Stockholders. The names and addresses of the holders of record of the shares of each class and series of the Corporation’s capital stock, together with the number of shares of each class and series held by each record holder and the date of issue of such shares, shall be entered on the books of the Corporation. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares of capital stock of the Corporation as the person entitled to exercise the rights of a stockholder, including, without limitation, the right to vote in person or by proxy at any meeting of the stockholders of the Corporation. The Corporation shall not be bound to recognize any equitable or other claim to or interest in any such shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by the General Corporation Law of the State of Delaware.

Section 5. Fractional Shares. The Corporation may, but shall not be required to, issue fractional shares of its capital stock if necessary or appropriate to effect authorized transactions. If the Corporation does not issue fractions of a share, it shall (a) arrange for the disposition of fractional interests by those entitled thereto, (b) pay in cash the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined or (c) issue scrip or warrants in registered form (either represented by a certificate or uncertificated) or in bearer form (represented by a certificate) which shall entitle the holder to receive a full share upon the surrender of such scrip or warrants aggregating a full share. A certificate for a fractional share or an uncertificated fractional share shall, but scrip or warrants shall not unless otherwise provided therein, entitle the holder to exercise voting rights, to receive dividends thereon and to participate in any of the assets of the Corporation in the event of liquidation.

ARTICLE VI

INDEMNIFICATION

Section 1. Indemnification. (a) Subject to Section 3 of this Article VI, the Corporation shall indemnify, to the full extent that it shall have power under applicable law to do so and in a manner permitted by such law, any person who is made or threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative (hereinafter, a “Proceeding”), by reason of the fact that such person is or was a director or officer of the Corporation, or while serving as a director or officer of the Corporation, is or was serving at the request of Corporation as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan (collectively, “Another Enterprise”).

(b)       The Corporation may indemnify, to the full extent that it shall have power under applicable law to do so and in a manner permitted by such law, any person who is made or threatened to be made a party to any Proceeding, by reason of the fact that such person is or was an employee or agent of the Corporation, or while not serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, or agent of Another Enterprise.

Section 2. Advancement of Expenses. (a) Subject to Section 3 of this Article VI, with respect to any person who is made or threatened to be made a party to any threatened, pending, or completed Proceeding, by reason of the fact that such person is or was a director or officer of the Corporation or while serving as a director or officer of the Corporation, is or was serving at the request of Corporation as a director, officer, employee, or agent of Another Enterprise, the Corporation shall pay to the fullest extent not prohibited by applicable law the expenses (including attorneys’ fees) incurred by such person in defending any such Proceeding in advance of its final disposition (hereinafter an “advancement of expenses”); provided, however, that, if the General Corporation Law of the State of Delaware requires, any advancement of expenses shall be made only upon receipt of an undertaking (hereinafter an “undertaking”) by such person to repay all amounts advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such person is not entitled to be indemnified for such expenses under this Article VI or otherwise.

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(b)       With respect to any person who is made or threatened to be made a party to any Proceeding, by reason of the fact that such person is or was an employee or agent of the Corporation, or while not serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, or agent of Another Enterprise, the Corporation may, in its discretion and upon such terms and conditions, if any, as the Corporation deems appropriate, pay the expenses (including attorneys’ fees) incurred by such person in defending any such Proceeding in advance of its final disposition.

Section 3. Actions Initiated Against The Corporation. Anything in Section 1(a) or Section 2(a) of this Article VI to the contrary notwithstanding, except as provided in Section 5(b) of this Article VI, with respect to a Proceeding initiated against the Corporation by any person who is or was serving as a director or officer of the Corporation (or by a person who, while serving as a director or officer of the Corporation, is or was serving at the request of Corporation as a director, officer, employee, or agent of Another Enterprise), whether initiated in such capacity or in any other capacity, the Corporation shall not be required to indemnify or to advance expenses (including attorneys’ fees) to such person in connection with prosecuting such Proceeding (or part thereof) or in defending any counterclaim, cross-claim, affirmative defense, or like claim of the Corporation in such Proceeding (or part thereof) unless such Proceeding was authorized by the Board of Directors.

Section 4. Contract Rights. The rights to indemnification and advancement of expenses conferred upon any current or former director or officer of the Corporation pursuant to this Article VI (whether by reason of the fact that such person is or was a director or officer of the Corporation, or while serving as a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, officer, employee, or agent of Another Enterprise) shall be contract rights, shall vest when such person becomes a director or officer of the Corporation, and shall continue as vested contract rights even if such person ceases to be a director or officer of the Corporation. Any amendment, repeal, or modification of, or adoption of any provision inconsistent with, this Article VI (or any provision hereof) shall not adversely affect any right to indemnification or advancement of expenses granted to any person pursuant hereto with respect to any act or omission of such person occurring prior to the time of such amendment, repeal, modification, or adoption (regardless of whether the Proceeding relating to such acts or omissions, or any proceeding relating to such person’s rights to indemnification or to advancement of expenses, is commenced before or after the time of such amendment, repeal, modification, or adoption), and any such amendment, repeal, modification, or adoption that would adversely affect such person’s rights to indemnification or advancement of expenses hereunder shall be ineffective as to such person, except with respect to any Proceeding that relates to or arises from (and only to the extent such Proceeding relates to or arises from) any act or omission of such person occurring after the effective time of such amendment, repeal, modification, or adoption.

Section 5. Claims. (a) If (i) a claim under Section 1(a) of this Article VI with respect to any right to indemnification is not paid in full by the Corporation (following the final disposition of the Proceeding) within sixty (60) days after a written demand has been received by the Corporation or (ii) a claim under Section 2(a) of this Article VI with respect to any right to the advancement of expenses is not paid in full by the Corporation within twenty (20) days after a written demand has been received by the Corporation, then the person seeking to enforce a right to indemnification or to an advancement of expenses, as the case may be, may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim.

(b) If successful in whole or in part in any suit brought pursuant to Section 5(a) of this Article VI, or in a suit brought by the Corporation to recover an advancement of expenses (whether pursuant to the terms of an undertaking or otherwise), the person seeking to enforce a right to indemnification or an advancement of expenses hereunder or the person from whom the Corporation sought to recover an advancement of expenses, as the case may be, shall be entitled to be paid by the Corporation the reasonable expenses (including attorneys’ fees) of prosecuting or defending such suit.

(c)       In (i) any suit brought by a person seeking to enforce a right to indemnification hereunder (but not a suit brought by a person seeking to enforce a right to an advancement of expenses hereunder), it shall be a defense that, and (ii) in any suit brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall be entitled to recover such expenses upon a final adjudication that, the person seeking to enforce such rights has not met any applicable standard for indemnification under applicable law. With respect to any suit brought by a person seeking to enforce a right to indemnification or right to advancement of expenses hereunder or any suit brought by the Corporation to recover an advancement of expenses (whether pursuant to the terms of an undertaking or otherwise), neither (i) the failure of the Corporation to have made a determination prior to commencement of such suit that indemnification of such person is proper in the circumstances because such person has met the applicable standards of conduct under applicable law, nor (ii) an actual determination by the Corporation that such person has not met such applicable standards of conduct, shall create a presumption that such person has not met the applicable standards of conduct or, in a case brought by such person seeking to enforce a right to indemnification, be a defense to such suit.

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(d)       In any suit brought by a person seeking to enforce a right to indemnification or to an advancement of expenses hereunder, or by the Corporation to recover an advancement of expenses (whether pursuant to the terms of an undertaking or otherwise), the burden shall be on the Corporation to prove that the person seeking to enforce a right to indemnification or to an advancement of expenses or the person from whom the Corporation seeks to recover an advancement of expenses is not entitled to be indemnified, or to such an advancement of expenses, under this Article VI or otherwise.

Section 6. Determination of Entitlement to Indemnification. Any indemnification required or permitted under this Article VI (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the present or former director, officer, employee or agent is proper in the circumstances because he or she has met all applicable standards of conduct set forth in this Article VI and Section 145 of the General Corporation Law of the State of Delaware. Such determination shall be made, with respect to a person who is a director or officer of the Corporation at the time of such determination, (a) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum; (b) by a committee of such directors designated by majority vote of such directors, even though less than a quorum; (c) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion; or (iv) by the stockholders. Such determination shall be made, with respect to any person who is not a director or officer of the Corporation at the time of such determination, in the manner determined by the Board of Directors (including in such manner as may be set forth in any general or specific action of the Board of Directors applicable to indemnification claims by such person) or in the manner set forth in any agreement to which such person and the Corporation are parties.

Section 7. Non-Exclusive Rights. The indemnification and advancement of expenses provided in this Article VI shall not be deemed exclusive of any other rights to which any person may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be such director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such person.

Section 8. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee, or agent of Another Enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the Corporation would have the power to indemnify such person against such liability under the provisions of this Article VI or otherwise.

Section 9. Miscellaneous. For purposes of this Article VI: (a) references to serving at the request of the Corporation as a director or officer of Another Enterprise shall include any service as a director or officer of the Corporation that imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan; (b) references to serving at the request of the Corporation as a employee or agent of Another Enterprise shall include any service as an employee or agent of the Corporation that imposes duties on, or involves services by, such employee or agent with respect to an employee benefit plan; (c) a person who acted in good faith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner not opposed to the best interests of the Corporation; and (d) references to a director of Another Enterprise shall include, in the case of any entity that is not managed by a board of directors, such other position, such as manager or trustee or member of the governing body of such entity, that entails responsibility for the management and direction of such entity’s affairs, including, without limitation, general partner of any partnership (general or limited) and manager or managing member of any limited liability company.

ARTICLE VII

MISCELLANEOUS

Section 1. Books and Records. (a) Any books or records maintained by the Corporation in the regular course of its business, including its stock ledger, books of account, and minute books, may be kept on, or by means of, or be in the form of, any information storage device or method; provided, however, that the books and records so kept can be converted into clearly legible paper form within a reasonable time. The Corporation shall so convert any books or records so kept upon the request of any person entitled to inspect such records pursuant to the Certificate of Incorporation, these Bylaws, or the provisions of the General Corporation Law of the State of Delaware.

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(b)       It shall be the duty of the Secretary or other officer of the Corporation who shall have charge of the stock ledger to prepare and make, at least ten (10) days before every meeting of the stockholders, except as otherwise required by the General Corporation Law of the State of Delaware, a complete list of the stockholders entitled to vote thereat, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the stockholder’s name. Nothing contained in this subsection (b) shall require the Corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting for a period of at least ten (10) days prior to the meeting: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the Corporation. In the event that the Corporation determines to make the list available on an electronic network, the Corporation may take reasonable steps to ensure that such information is available only to stockholders of the Corporation. If the meeting is to be held at a place, then the list shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. If the meeting is to be held solely by means of remote communication, then the list shall also be open to the examination of any stockholder during the whole time of the meeting on a reasonably accessible network, and the information required to access such list shall be provided with the notice of the meeting. The stock ledger shall be the only evidence of the identity of the stockholders entitled to examine such list.

Section 2. Voting Shares in Other Business Entities. The President or any other officer of the Corporation designated by the Board of Directors may vote any and all shares of stock or other equity interest held by the Corporation in any other corporation or other business entity, and may exercise on behalf of the Corporation any and all rights and powers incident to the ownership of such stock or other equity interest.

Section 3. Fiscal Year. The fiscal year of the Corporation shall be such fiscal year as the Board of Directors from time to time by resolution shall determine.

Section 4. Electronic Transmission. For purposes of these Bylaws, “electronic transmission” means any form of communication, not directly involving the physical transmission of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient thereof, and that may be directly reproduced in paper form by such a recipient through an automated process.

Section 5. Facsimile Signatures. In addition to the provisions for use of facsimile signatures elsewhere specifically authorized in these Bylaws, facsimile signatures of any officer or officers of the Corporation may be used whenever and as authorized by the Board of Directors or a committee thereof.

Section 6. Corporate Seal. The Board of Directors may provide a suitable seal, containing the name of the Corporation, which seal shall be in the charge of the Secretary. If and when so directed by the Board of Directors or a committee thereof, duplicates of the seal may be kept and used by the Treasurer or by an Assistant Secretary or Assistant Treasurer.

Section 7. Time Periods. In applying any provision of these Bylaws which requires that an act be done or not be done a specified number of days prior to an event or that an act be done during a period of a specified number of days prior to an event, calendar days shall be used, the day of the doing of the act shall be excluded, and the day of the event shall be included.

Section 8. Waivers of Notice. A written waiver of any notice, signed by a stockholder or director, or waiver by electronic transmission by such person, whether given before or after the time of the event for which notice is to be given, shall be deemed equivalent to the notice required to be given to such person. Neither the business nor the purpose of any meeting need be specified in such a waiver.

Section 9. Amendment. These Bylaws may be amended or repealed by the Board of Directors or the stockholders of the Corporation.

Section 10. Severability. If any provision or provisions of these Bylaws shall be held to be invalid, illegal, or unenforceable for any reason whatsoever: (a) the validity, legality, and enforceability of the remaining provisions of these Bylaws (including, without limitation, each portion of any paragraph or clause containing any such provision held to be invalid, illegal, or unenforceable, that is not itself held to be invalid, illegal, or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions of these Bylaws (including, without limitation, each such portion of any paragraph or clause containing any such provision held to be invalid, illegal, or unenforceable) shall be construed so as to give effect to the intent manifested by the provision held invalid, illegal, or unenforceable.

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EX1A-3 HLDRS RTS

Exhibit 3.1

 

EX1A-4 SUBS AGMT

Exhibit 4.1

SUBSCRIPTION DOCUMENTS

METATRON APPS INC.

a Delaware Corporation

$0.0014 per Unit*

500,000,000 Units,

Each unit consisting of 20 Shares of Common Stock and 2 Warrants exercisable at $0.001 per Warrant.

INSTRUCTIONS FOR SUBSCRIPTION

To Subscribe

1. Subscription Agreement

Please execute the signature page and return with the Investor Questionnaire.

2. Investor Questionnaire

Please complete and return with your executed Subscription Agreement.

3.	Please make check payable to: Metatron Apps Inc.
4.	Please mail subscription documents and checks to: Metatron Apps Inc.

By hand or overnight courier:

Metatron Apps Inc.

160 Greentree Dr

Suite 101

Dover, DE 19904

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SUBSCRIPTION AGREEMENT

Name of Investor:_______________________________________

(Print)

Ralph Riehl, Chief Executive Officer

Metatron Apps Inc.

160 Greentree Dr

Suite 101

Dover, DE 19904

Re: METATRON APPS INC. – 500,000,000 Units each consisting of twenty Shares of Common Stock and two Warrants (the “Units”)

Gentlemen:

1. Subscription. The undersigned hereby tenders this subscription and applies to purchase the number of Units in Metatron Apps Inc., a Delaware corporation (the “Company”) indicated below, pursuant to the terms of this Subscription Agreement. The offering price is $0.0014 per Unit, payable in cash in full upon subscription. The undersigned further sets forth statements upon which you may rely to determine the suitability of the undersigned to purchase the Units. The undersigned understands that the Units are being offered pursuant to the Offering Circular, dated ______________, 2023 and its exhibits (the “Offering Circular”). In connection with this subscription, the undersigned represents and warrants that the personal, business and financial information contained in the Purchaser Questionnaire is complete and accurate and presents a true statement of the undersigned’s financial condition.

2. Representations and Understandings. The undersigned hereby makes the following representations, warranties and agreements and confirms the following understandings:

(i) The undersigned has received a copy of the Offering Circular, has reviewed it carefully, and has had an opportunity to question representatives of the Company and obtain such additional information concerning the Company as the undersigned requested.

(ii) The undersigned has sufficient experience in financial and business matters to be capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto; or the undersigned has utilized the services of a purchaser representative and together they have sufficient experience in financial and business matters that they are capable of utilizing such information to evaluate the merits and risks of the undersigned’s investment, and to make an informed decision relating thereto.

(iii) The undersigned has evaluated the risks of this investment in the Company, including those risks particularly described in the Offering Circular, and has determined that the investment is suitable for him/her. The undersigned has adequate financial resources for an investment of this character, and at this time he/she could bear a complete loss of his/her investment without a change in lifestyle. The undersigned understands that any projections which may be made in the Offering Circular are mere estimates and may not reflect the actual results of the Company’s operations.

(iv) The undersigned understands that the Units are not being registered under the Securities Act of 1933, as amended (the “1933 Act”) on the ground that the issuance thereof is exempt under Regulation A of Section 3(b) of the 1933 Act, and that reliance on such exemption is predicated in part on the truth and accuracy of the undersigned’s representations and warranties, and those of the other purchasers of Units.

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(v) The undersigned understands that the Units are not being registered under the securities laws of certain states on the basis that the issuance thereof is exempt as an offer and sale not involving a registerable public offering in such state, since the Units are “covered securities” under the National Securities Market Improvement Act of 1996. The undersigned understands that reliance on such exemptions is predicated in part on the truth and accuracy of the undersigned’s representations and warranties and those of other purchasers of Units. The undersigned covenants not to sell, transfer or otherwise dispose of a Unit unless such Unit has been registered under the applicable state securities laws, or an exemption from registration is available.

(vi) The amount of this investment by the undersigned does not exceed 10% of the greater of the undersigned’s net worth, not including the value of his/her primary residence, or his/her annual income in the prior full calendar year, as calculated in accordance with Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended, or the undersigned is an “accredited investor,” as that term is defined in Rule 501 of Regulation D promulgated under Section 4(a)(2) of the Securities Act of 1933, as amended (see the attached Purchaser Questionnaire), or is the beneficiary of a fiduciary account, or, if the fiduciary of the account or other party is the donor of funds used by the fiduciary account to make this investment, then such donor, who meets the requirements of net worth, annual income or criteria for being an “accredited investor.”

(vii) The undersigned has no need for any liquidity in his/her investment and is able to bear the economic risk of his investment for an indefinite period of time. The undersigned has been advised and is aware that: (a) there is no public market for the Units and a public market for the Units may not develop; (b) it may not be possible to liquidate the investment readily; and (c) the Units have not been registered under the 1933 Act and applicable state law and an exemption from registration for resale may not be available.

(viii) All contacts and contracts between the undersigned and the Company regarding the offer and sale to him/her of Units have been made within the state indicated below his/her signature on the signature page of this Subscription Agreement and the undersigned is a resident of such state.

(ix) The undersigned has relied solely upon the Offering Circular and independent investigations made by him/her or his/her purchaser representative with respect to the Units subscribed for herein, and no oral or written representations beyond the Offering Circular have been made to the undersigned or relied upon by the undersigned.

(x) The undersigned agrees not to transfer or assign this subscription or any interest therein.

(xi) The undersigned hereby acknowledges and agrees that, except as may be specifically provided herein, the undersigned is not entitled to withdraw, terminate or revoke this subscription.

(xii) If the undersigned is a partnership, corporation or trust, it has been duly formed, is validly existing, has full power and authority to make this investment, and has not been formed for the specific purpose of investing in the Units. This Subscription Agreement and all other documents executed in connection with this subscription for Units are valid, binding and enforceable agreements of the undersigned.

(xiii) The undersigned meets any additional suitability standards and/or financial requirements which may be required in the jurisdiction in which he/she resides or is purchasing in a fiduciary capacity for a person or account meeting such suitability standards and/or financial requirements and is not a minor.

3. Indemnification. The undersigned hereby agrees to indemnify and hold harmless the Company and all of its affiliates, attorneys, accountants, employees, officers, directors, Shareholders and agents from any liability, claims, costs, damages, losses or expenses incurred or sustained by them as a result of the undersigned’s representations and warranties herein or in the Purchaser Questionnaire being untrue or inaccurate, or because of a breach of this agreement by the undersigned. The undersigned hereby further agrees that the provisions of Section 3 of this Subscription Agreement will survive the sale, transfer or any attempted sale or transfer of all or any portion of the Units. The undersigned hereby grants to the Company the right to set off against any amounts payable by the Company to the undersigned, for whatever reason, of any and all damages, costs and expenses (including, but not limited to, reasonable attorney’s fees) which are incurred by the Company or any of its affiliates as a result of matters for which the Company is indemnified pursuant to Section 3 of this Subscription Agreement.

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4. Taxpayer Identification Number/Backup Withholding Certification. Unless a subscriber indicates to the contrary on the Subscription Agreement, he/she will certify that his taxpayer identification number is correct and, if not a corporation, IRA, Keogh, or Qualified Trust (as to which there would be no withholding), he/she is not subject to backup withholding on interest or dividends. If the subscriber does not provide a taxpayer identification number certified to be correct or does not make the certification that the subscriber is not subject to backup withholding, then the subscriber may be subject to twenty-eight percent (28%) withholding on interest or dividends paid to the holder of the Units.

5. Foreign Investors. The undersigned hereby represents and warrants that the undersigned is not (i) named on the list of “specially designated nationals” or “blocked persons” maintained by the U.S. Office of Foreign Assets Control (“OFAC”) at www.ustreas.gov/offices/enforcement/ofac/sdn or as otherwise published from time to time, (ii) an agency of the government of a Sanctioned Country, (iii) an organization controlled by a Sanctioned Country, (iv) a person residing in a Sanctioned Country, to the extent subject to a sanctions program administered by OFAC, (v) a person who owns more than fifteen percent (15%) of its assets in Sanctioned Countries, or (vi) a person who derives more than fifteen percent (15%) of its operating income from investments in, or transactions with, sanctioned persons or Sanctioned Countries. A “Sanctioned Country” means a country subject to a sanctions program identified on the list maintained by OFAC and available at www.ustreas.gov/offices/enforcement/ofac/sdn or as otherwise published from time to time.

6. Governing Law. This Subscription Agreement will be governed by and construed in accordance with the laws of the State of Delaware. The venue for any legal action under this Agreement will be in the proper forum in the State of Delaware. This provision does not, nor is intended to, apply to claims under the Federal securities laws. This exclusive legal forum provision could add significant cost, discourage claims, and limits the ability of investors to bring a claim in a more favorable legal forum or jurisdiction. This provision does not apply to purchasers in secondary transactions.

7. Acknowledgement of Risks Factors. The undersigned has carefully reviewed and thoroughly understands the risks associated with an investment in the Units as described in the Offering Circular. The undersigned acknowledges that this investment entails significant risks.

The undersigned has (have) executed this Subscription Agreement on this _____ day of ____________________,

2023, at ___________________________________.

SUBSCRIBER (1)	SUBSCRIBER (2)
Signature	Signature
(Print Name of Subscriber)	(Print Name of Subscriber)
(Street Address)	(Street Address)
(City, State and Zip Code)	(City, State and Zip Code)
(Social Security or Tax Identification Number)	(Social Security or Tax Identification Number)

Number of Units ____________

Dollar Amount of Units (At $______ per Unit) ____________________________

PLEASE MAKE CHECKS PAYABLE TO: “METATRON APPS INC.”

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MANNER IN WHICH TITLE IS TO BE HELD:

/_/	Community Property*	/_/	Individual Property
/_/	Joint Tenancy With Right of Survivorship*	/_/	Separate Property
/_/	Corporate or Fund Owners**	/_/	Tenants-in-Common*
/_/	Pension or Profit Sharing Plan	/_/	Tenants-in-Entirety*
/_/	Trust or Fiduciary Capacity (trust documents must accompany this form)	/_/	Keogh Plan
/_/	Fiduciary for a Minor	/_/	Individual Retirement Account
		/_/	Other (Please indicate)
	* Signature of all parties required
	** In the case of a Fund, state names of all partners.

SUBSCRIPTION ACCEPTED:

METATRON APPS INC.

By: Ralph Riehl, CEO Date

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METATRON APPS INC.

PURCHASER QUESTIONNAIRE

Ralph Riehl, Chief Executive Officer

Metatron Apps Inc.

160 Greentree Dr

Suite 101

Dover, DE 19904

Re: METATRON APPS INC.

Gentlemen:

The following information is furnished to you in order for you to determine whether the undersigned is qualified to purchase Units consisting of twenty shares of common stock and two warrants (the “Units”) in the above referenced Company pursuant to Section 3(b) of the Securities Act of 1933, as amended (the “Act”), Regulation A promulgated thereunder, and appropriate provisions of applicable state securities laws. I understand that you will rely upon the following information for purposes of such determination, and that the Units will not be registered under the Act in reliance upon the exemption from registration provided by Section 3(b) of the Act, Regulation A, and appropriate provisions of applicable state securities laws.

ALL INFORMATION CONTAINED IN THIS QUESTIONNAIRE WILL BE TREATED CONFIDENTIALLY. However, I agree that you may present this questionnaire to such parties as you deem appropriate if called upon to establish that the proposed offer and sale of the Units is exempt from registration under the Act or meets the requirements of applicable state securities laws.

I hereby provide you with the following representations and information:

1. Name: ____________________________________________________________________________

2. Residence Address & Telephone No: ____________________________________________________

3. Mailing Address: ____________________________________________________________________

3a. Email Address:_____________________________________________________________________

4. Employer and Position: _______________________________________________________________

5. Business Address & Telephone No: _____________________________________________________

6. Business or Professional Education & Degree: _____________________________________________

7. Prior Investments of Purchaser:

Amount (Cumulative) $ ______________________ (initial appropriate category below):

Capital Stock:	/_/ None (Initial)	/_/ Up to $50,000 (Initial)	/_/ $50,000 to $250,000 (Initial)	/_/ Over $250,000 (Initial)
Bonds:	/_/ None (Initial)	/_/ Up to $50,000 (Initial)	/_/ $50,000 to $250,000 (Initial)	/_/ Over $250,000 (Initial)
Other:	/_/ None (Initial)	/_/ Up to $50,000 (Initial)	/_/ $50,000 to $250,000 (Initial)	/_/ Over $250,000 (Initial)

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8. Based on the definition of an “Accredited Investor” which appears below, I am an Accredited Investor:

/_/ Yes     /_/ No

(initial appropriate category)

I understand that the representations contained in this section are made for the purpose of qualifying me as an accredited investor as the term is defined by the Securities and Exchange Commission for the purpose of selling securities to me. I hereby represent that the statement or statements initialed below are true and correct in all respects. I am an Accredited Investor because I fall within one of the following categories (initial appropriate category):

/_/ A natural person whose individual net worth, or joint net worth with that person's spouse, at the time of his purchase exceeds $1,000,000, not including the value of the person's primary residence;

/_/ A natural person who had an individual income in excess of $200,000 in each of the two most recent years and who reasonably expects an income in excess of $200,000 in the current year;

/_/ My spouse and I have had joint income for the most two recent years in excess of $300,000 and we expect our joint income to be in excess of $300,000 for the current year;

/_/ Any organization described in Section 501(c)(3) of the Internal Revenue Code, or any corporation, Massachusetts Business Trust or Fund not formed for the specific purpose of acquiring the securities offered, with total assets in excess of $5,000,000;

/_/ A bank as defined in Section 3(a)(2) of the Securities Act whether acting in its individual or fiduciary capacity; insurance company as defined in Section 2(12) of the Securities Act, investment company registered under the Investment Company Act of 1940 or a business development company as defined in Section 2(1)(48) of that Act; or Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958;

/_/ A private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940;

/_/ An employee benefit plan within the meaning of Title I of the Employee Retirement Income Security Act of 1974, if the investment decision is to be made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, insurance company, or registered investment adviser, or if the employee benefit plan has total assets in excess of $5,000,000;

/_/ An entity in which all of the equity owners are Accredited Investors under the above paragraph.

9. Financial Information:

(a) My net worth (not including the value of my primary residence) is

$_________________

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(b) My gross annual income during the preceding two years was:

$_________________ (2022)

$_________________ (2021)

(c) My anticipated gross annual income in 2022 is $ _______________.

(d) (1) (initial here) /_/ I have such knowledge and experience in financial, tax and business matters that I am capable of utilizing the information made available to me in connection with the offering of the Units to evaluate the merits and risks of an investment in the Units, and to make an informed investment decision with respect to the Units. I do not desire to utilize a Purchaser Representative in connection with evaluating such merits and risks. I understand, however, that the Company may request that I use a Purchaser Representative.

(2) (initial here) /_/ I intend to use the services of the following named person(s) as Purchaser Representative(s) in connection with evaluating the merits and risks of an investment in the Units and hereby appoint such person(s) to act as my Purchaser Representative(s) in connection with my proposed purchase of Units.

List name(s) of Purchaser Representative(s), if applicable. __________________________________

10. Except as indicated below, any purchases of the Units will be solely for my account, and not for the account of any other person or with a view to any resale or distribution thereof.

11. I represent to you that the information contained herein is complete and accurate and may be relied upon by you. I understand that a false representation may constitute a violation of law, and that any person who suffers damage as a result of a false representation may have a claim against me for damages. I will notify you immediately of any material change in any of such information occurring prior to the closing of the purchase of Units, if any, by me.

Name (Please Print): _________________________________________________________________

Signature __________________________________________________________________________

Telephone Number __________________________________________________________________

Social Security or Tax I.D. Number _____________________________________________________

Executed at: ________________________________________________________________________

on this ________ day of _________________________________, 20________

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EX1A-4 SUBS AGMT

Exhibit 4.2

NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

Warrant to Purchase __________ Shares of Common Stock

June __, 2023

METATRON APPS INC.

COMMON STOCK PURCHASE WARRANT

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, ________________________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after ______________ (the “Initial Issue Date”) and on or prior to the close of business on the two (2) year anniversary of the Initial Issue Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Metatron Apps Inc., a Delaware corporation (the “Company”), up to ___________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section 1. Definitions. Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Form 1-A as filed and made effective with the Securities Exchange Commission dated ___________, by the Company.

Section 2. Exercise.

a) Exercise of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company (or such other office or agency of the Company as it may designate by notice in writing to the registered Holder at the address of the Holder appearing on the books of the Company) of a duly executed facsimile copy of the Notice of Exercise in the form annexed hereto and within three (3) Business Days of the date said Notice of Exercise is delivered to the Company, the Company shall have received payment of the aggregate Exercise Price of the shares thereby purchased by wire transfer or cashier’s check drawn on a United States bank. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation within three (3) Business Days of the date the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver any objection to any Notice of Exercise within one (1) Business Day of receipt of such notice. The Holder and any assignee, by acceptance of this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated on the face hereof.

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b) Exercise Price. The exercise price per share of the Common Stock under this Warrant shall be $0.001, subject to adjustment hereunder (the “Exercise Price”).

c) Mechanics of Exercise.

i. Delivery of Warrant Shares Upon Exercise. Within one (1) Business Day of receiving a Notice of Exercise, the Company shall have provided instructions to the Transfer Agent for the issuance of the Warrant Shares. Warrant Shares purchased hereunder shall be transmitted by the Transfer Agent to the Holder by crediting the account of the Holder’s prime broker with The Depository Trust Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the Warrant Shares by the Holder or (B) the shares are eligible for resale by the Holder without volume or manner-of-sale limitations pursuant to Rule 144, and otherwise by physical delivery to the address specified by the Holder in the Notice of Exercise by the date that is two (2) Business Days after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery Date”), provided that the Company shall not be obligated to deliver Warrant Shares hereunder unless the Company has received the aggregate Exercise Price on or before the Warrant Share Delivery Date. The Warrant Shares shall be deemed to have been issued, and Holder or any other person so designated to be named therein shall be deemed to have become a holder of record of such shares for all purposes, as of the date the Warrant has been exercised, with payment to the Company of the Exercise Price and all taxes required to be paid by the Holder, if any, pursuant to Section 2(c)(vi) prior to the issuance of such shares, having been paid.

ii. Delivery of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other respects be identical with this Warrant.

iii. Rescission Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(c)(i) by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise.

iv. No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall, at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the Exercise Price or round up to the next whole share.

v. Charges, Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of Warrant Shares, all of which taxes and expenses shall be paid by the Company, and such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided, however, that in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company (or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

vi. Closing of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant, pursuant to the terms hereof.

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d) Holder’s Exercise Limitations. The Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2(d), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2(d) applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder. For purposes of this Section 2(d), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Business Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon exercise of this Warrant. The Holder, upon not less than 61 days’ prior notice to the Company, may increase or decrease the Beneficial Ownership Limitation provisions of this Section 2(d). Any such increase or decrease will not be effective until the 61^st day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2(d) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

Section 3. Certain Adjustments.

a) Stock Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of the Warrants or the Note), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or reclassification.

b) Subsequent Offerings. In addition to any adjustments pursuant to Section 3(a) above, if at any time the Company grants, issues or sells any Common Stock Equivalents or rights to purchase stock, warrants, securities or other property pro rata to the record holders of any class of shares of Common Stock (the “Purchase Rights”), then the Holder will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which the Holder could have acquired if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights (provided, however, to the extent that the Holder’s right to participate in any such Purchase Right would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Purchase Right to such extent (or beneficial ownership of such shares of Common Stock as a result of such Purchase Right to such extent) and such Purchase Right to such extent shall be held in abeyance for the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

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c) Pro Rata Distributions. During such time as this Warrant is outstanding, if the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement, scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case, the Holder shall be entitled to participate in such Distribution to the same extent that the Holder would have participated therein if the Holder had held the number of shares of Common Stock acquirable upon complete exercise of this Warrant (without regard to any limitations on exercise hereof, including without limitation, the Beneficial Ownership Limitation) immediately before the date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of shares of Common Stock are to be determined for the participation in such Distribution (provided, however, to the extent that the Holder’s right to participate in any such Distribution would result in the Holder exceeding the Beneficial Ownership Limitation, then the Holder shall not be entitled to participate in such Distribution to such extent (or in the beneficial ownership of any shares of Common Stock as a result of such Distribution to such extent) and the portion of such Distribution shall be held in abeyance for the benefit of the Holder until such time, if ever, as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation).

d) Fundamental Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Common Stock, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock or share purchase agreement or other business combination) (each a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, at the option of the Holder (without regard to any limitation in Section 2(d) on the exercise of this Warrant), the number of shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction (without regard to any limitation in Section 2(d) on the exercise of this Warrant). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section 3(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead to the Successor Entity), and may exercise every right and power of the Company and shall assume all of the obligations of the Company under this Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.

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e) Calculations. All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

f) Notice to Holder.

i. Adjustment to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly mail to the Holder a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii. Notice to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification of the Common Stock, any consolidation or merger to which the Company is a party, any sale or transfer of all or substantially all of the assets of the Company, or any compulsory share exchange whereby the Common Stock is converted into other securities, cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, then, in each case, the Company shall cause to be mailed to the Holder at its last address as it shall appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption, rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification, consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to mail such notice or any defect therein or in the mailing thereof shall not affect the validity of the corporate action required to be specified in such notice. To the extent that any notice provided hereunder constitutes, or contains, material, non-public information regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

Section 4. Transfer of Warrant.

a) Transferability. Subject to compliance with any applicable securities laws and the conditions set forth in Section 4(d) hereof, this Warrant and all rights hereunder (including, without limitation, any registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees, as applicable, and in the denomination or denominations specified in such instrument of assignment and shall issue to the assignor a new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Business Days of the date the Holder delivers an assignment form to the Company assigning this Warrant full. The Warrant, if properly assigned in accordance herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

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b) New Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company, together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination, the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the Initial Exercise Date and shall be identical with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

c) Warrant Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other purposes, absent actual notice to the contrary.

d) Transfer Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of this Warrant, as the case may be, comply with the provisions of Rule 144.

e) Representation by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant to sales registered or exempted under the Securities Act.

Section 5. Redemption.

a) This Warrant shall be redeemable by the Company at $0.001 per share remaining subject hereto after 20 business days' written notice if the price of the Common Stock closes above $0.02 for 20 consecutive trading days and provided that the Company then has in effect an effective registration statement with respect to the shares of Common Stock issuable upon exercises of this Warrant.

Section 6. Miscellaneous.

a) No Rights as Stockholder Until Exercise. This Warrant does not entitle the Holder to any voting rights, dividends or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(c)(i), except as expressly set forth in Section 3.

b) Loss, Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

c) Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted herein shall not be a Business Day, then, such action may be taken or such right may be exercised on the next succeeding Business Day.

d) Authorized Shares.

The Company covenants that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than taxes in respect of any transfer occurring contemporaneously with such issue).

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Except and to the extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary to enable the Company to perform its obligations under this Warrant.

Before taking any action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price, the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory body or bodies having jurisdiction thereof.

e) Governing Law; Jurisdiction. All questions concerning the construction, validity, enforcement and interpretation of this Warrant shall be determined under Delaware Laws. This provision does not, nor is intended to, apply to claims under the Federal securities laws. This exclusive legal forum provision could add significant cost, discourage claims, and limits the ability of investors to bring a claim in a more favorable legal forum or jurisdiction. This provision does not apply to purchasers in secondary transactions.  

f) Restrictions. The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, will have restrictions upon resale imposed by state and federal securities laws.

g) Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies, notwithstanding the fact that all rights hereunder terminate on the Termination Date. If the Company willfully and knowingly fails to comply with any provision of this Warrant, which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

h) Notices. Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered in accordance with the terms of this Warrant.

i) Limitation of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

j) Remedies. The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any action for specific performance that a remedy at law would be adequate.

k) Successors and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder. The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable by the Holder or holder of Warrant Shares.

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l) Amendment. This Warrant may be modified or amended or the provisions hereof waived with the written consent of the Company and the Holder.

m) Severability. Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

n) Headings. The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this Warrant.

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its officer thereunto duly authorized as of the Initial Exercise Date.

METATRON APPS INC.
By:
Name:	Ralph Riehl
Title:	CEO

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NOTICE OF EXERCISE

TO: METATRON APPS INC.

(1) The undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment shall take the form of in lawful money of the United States; or

(3) Please issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The Warrant Shares shall be delivered to the following DWAC Account Number:

_______________________________

_______________________________

_______________________________

(4) Accredited Investor. The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

[SIGNATURE OF HOLDER]

Name of Investing Entity:___________________________________________________

Signature of Authorized Signatory of Investing Entity: ____________________________

Name of Authorized Signatory:_______________________________________________

Title of Authorized Signatory:________________________________________________

Date: ___________________________________________________________________

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ASSIGNMENT FORM

(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:
	(Please Print)
Address:
Dated: _______________ __ ______
Holder’s Signature:
Holder’s Address:

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EX1A-12 OPN CNSL

Exhibit 12.1

Suares & Associates

Attorneys at Law

833 Flatbush Avenue

Suite 100

Brooklyn, New York 11226

dsuares@suaresassociates.com

Tel: 718-622-8450 Fax: 718-282-3113

June 8, 2023

Board of Directors of Metatron Apps Inc.

Metatron Apps Inc.

160 Greentree Drive

Suite 101

Dover, DE 19904

Re: Metatron Apps Inc., Regulation A+, Tier 1 Offering

File#: 024-______

VIA ELECTRONIC MAIL

Gentlemen:

We are acting as counsel to Metatron Apps Inc. (the “Company”) in connection with the preparation and filing with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, of the Company’s Offering Statement on Form 1-A. The Offering Statement covers 500,000,000 Units consisting of 20 shares of common stock and two warrants having an exercise price of $0.001 per share (the “Units”). Specifically, this opinion covers 10,000,000,000 shares derived from the Units and an additional 1,000,000,000 shares derived from the exercise of the warrants.

In our capacity as such counsel, we have examined and relied upon the originals or copies certified or otherwise identified to our satisfaction, of the Offering Statement, the form of Subscription Agreement and such corporate records, documents, certificates and other agreements and instruments as we have deemed necessary or appropriate to enable us to render the opinions hereinafter expressed.

On the basis of such examination, we are of the opinion that:

1.	The Units, including the both the underlying common stock and the common stock derived from the exercise of the warrants, collectively and each in their own party, have been duly authorized by all necessary corporate action of the Company, and the Company has sufficient shares authorized and unencumbered to fulfill the underlying offering.
2.	The Units, including the both the underlying common stock and the common stock derived from the exercise of the warrants, collectively and each in their own party, constitute, each in their own regard, valid and binding obligations of the Company enforceable against the Company according with the terms described therein.
3.	When issued and sold by the Company against payment therefor pursuant to the terms of the Subscription Agreement, the Shares will be validly issued, fully paid and non-assessable.
4.	The warrants shall constitute valid and binding obligations of the Company enforceable against the Company in accordance with the terms described therein.

My forgoing opinion is strictly limited to matters of Delaware corporation law; and, I do not express an opinion on the federal law of the United States of America or the law of any state or jurisdiction therein other than New York, as specified herein. We hereby consent to the use of our name in the Offering Statement and we also consent to the filing of this opinion as an exhibit thereto. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Commission thereunder. We assume no obligation to update or supplement any of the opinion set forth herein to reflect any changes of law or fact that may occur following the date hereof.

Very truly yours,

/s/ Donnell Suares

Donnell Suares